AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL GAME TECHNOLOGY PLC IGNITE ROTATE LLC EVERI HOLDINGS INC. VOYAGER PARENT, LLC and VOYAGER MERGER SUB, INC. Dated as of July 26, 2024Merger Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); and (e) VOYAGER MERGER SUB, INC., a Delaware corporation and a direct wholly owned Subsidiary of Buyer (“Buyer Sub”) (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SEPARATION AND SALE AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PlC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Separation and Sale Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This SEPARATION AND SALE AGREEMENT (this “Agreement”) is entered into as of July 26, 2024, by and among: (a) INTERNATIONAL GAME TECHNOLOGY PlC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer”); (each a “Party” and together, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of July 26, 2024 (the “Agreement Date”), by and among Voyager Parent, LLC, a Delaware limited liability company (“Buyer”) Everi Holdings Inc., a Delaware corporation (“Merger Partner”), International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Remainco (“Spinco”), and the shareholder of Remainco listed on Schedule A and the signature pages hereto (“Shareholder”). Each of Buyer, Merger Partner, Remainco, Spinco and Shareholder is sometimes referred to as a “Party” and are sometimes collectively referred to as the “Parties”
REAL ESTATE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY plc, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Real Estate Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”); and (d) VOYAGER PARENT, llc, a Delaware limited liability company (“Buyer”, and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYEE MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Employee Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TAX MATTERS AGREEMENT by and among INTERNATIONAL GAME TECHNOLOGY PLC, IGNITE ROTATE LLC, EVERI HOLDINGS INC. and VOYAGER PARENT, LLC Dated as of July 26, 2024Tax Matters Agreement • July 26th, 2024 • International Game Technology PLC • Services-miscellaneous amusement & recreation
This TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2024, by and among (a) INTERNATIONAL GAME TECHNOLOGY PLC, a public limited company incorporated under the laws of England and Wales (“Remainco”); (b) IGNITE ROTATE LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Remainco (“Spinco,” and together with Remainco, the “Companies,” and each a “Company”); (c) EVERI HOLDINGS INC., a Delaware corporation (“Merger Partner”) and (d) VOYAGER PARENT, LLC, a Delaware limited liability company (“Buyer,” and together with Remainco, Spinco and Merger Partner, the “Parties,” and each a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
