tm2217344-1_sctoi_DIV_04-exha1b - none

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF

BALLY’S CORPORATION

Pursuant to its Offer to Purchase for Cash
Shares of Its Common Stock for an Aggregate Purchase Price
of Not More Than $190 Million
at a Per Share Purchase Price Not Less Than $19.25 Per Share
Nor Greater Than $22.00 Per Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JULY 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED
(SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

Pursuant to the Offer, the undersigned tenders the following Shares of the Company:

1. DESCRIPTION OF SHARES TENDERED (See Instruction 1)

Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s) on
Share certificate(s), if applicable)

Shares Tendered
(attached additional list if necessary)

Book-Entry
Shares
Tendered

Certificated Shares*

Certificate
Number(s)*

Total Number
of Shares
Represented by
Certificate(s)*

Number of
Certificated
Shares
Tendered*

Total Number of Shares Tendered

* Need not be completed by book-entry Shareholders. Unless otherwise indicated, it will be assumed that all Shares represented by certificates described above are being tendered hereby.

Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration. If you do not designate an order, if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.

1st 2nd 3rd 4th 5th

The Depositary for the Offer is:

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares of
common stock, to the Depositary as follows:

By Hand, Express Mail, Courier or Other Expedited Service:

American Stock Transfer & Trust Company, LLC
Operations Center
Attention: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

By Facsimile Transmission (for Eligible Institutions Only): (718) 234-5001
Confirm Facsimile Transmission: (877) 248-6417

Method of delivery of the certificate(s) is at the option and risk of the owner thereof.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. Deliveries to Bally’s Corporation (the “Company”), Goldman & Sachs Co. LLC, Capital One Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, the dealer managers for the Offer (the “Dealer Managers”), MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”) or to The Depository Trust Company (“DTC”) will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary.

All of the instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Please note the following:

A. If you wish to select a specific price at which you will be tendering your Shares, you should select one of the boxes in the Section 2 below, “SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER,” and complete the other portions of this Letter of Transmittal as appropriate.

B. If you want to participate in the Offer and wish to maximize the chance of having the Company accept for payment Shares you are tendering, you should check the box in Section 3 below, “ SHARES TENDERED AT PRICE DETERMINED PURSUANT TO OFFER,” and complete the other portions of this Letter of Transmittal as appropriate. YOU SHOULD UNDERSTAND THAT THIS ELECTION MIGHT LOWER THE PURCHASE PRICE AND RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $19.25 PER SHARE.

C. If you desire to tender Shares in the Offer, but you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Time or cannot comply with the procedures for book-entry transfer on a timely basis, you must tender your Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 9.

2. SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER (See Instruction 2):

By checking one of the following boxes below instead of the box under Section 3, “SHARES TENDERED AT PRICE DETERMINED PURSUANT TO OFFER,” you are tendering Shares at the price checked. This election could result in none of your Shares being purchased if the purchase price selected by the Company for the Shares is less than the price checked below. If you wish to tender Shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender Shares. The same Shares cannot be tendered at more than one price, unless previously and validly withdrawn. (See Section 3 and Section 4 of the Offer to Purchase and Instruction 2 to this Letter of Transmittal)

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX
IF MORE THAN ONE BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES

☐ $19.25

☐ $19.50

☐ $19.75

☐ $20.00

☐ $20.25

☐ $20.50

☐ $20.75

☐ $21.00

☐ $21.25

☐ $21.50

☐ $21.75

☐ $22.00

		3. SHARES TENDERED AT PRICE DETERMINED PURSUANT TO OFFER (See Instruction 3):
		☐ By checking this one box instead of one of the price boxes under “SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER,” you are tendering Shares and is willing to accept the Purchase Price determined by the Company in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase the Shares pursuant to the Offer (subject to proration). You understand that this election is deemed to be a tender of Shares at the minimum price of $19.25 per Share for purposes of determining the Purchase Price in the Offer, and might cause the Purchase Price to be lower and result in the tendered Shares being purchased at the minimum price of $19.25 per Share. (See Section 3 of the Offer to Purchase and Instruction 3 to this Letter of Transmittal)

CHECK ONLY ONE BOX UNDER SECTION 2 OR SECTION 3 ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

		4. ODD LOTS (See Instruction 4)
		As described in Section 1 of the Offer to Purchase, under certain conditions, Shareholders holding a total of fewer than 100 Shares may have their Shares tendered at or below the Purchase Price accepted for payment before any proration of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of 100 or more Shares in the aggregate, even if these holders have separate accounts or certificates representing less than 100 Shares. Accordingly, this section is to be completed only if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of less than 100 Shares. The undersigned either (check one box):
		☐ is the beneficial or record owner of an aggregate of less than 100 Shares, all of which are being tendered; or
		☐ is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) Shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of less than 100 Shares and is tendering all of such Shares.
		Additionally, check the box below if applicable:
		☐ The tendered Shares represent all the Shares held by the undersigned.

		5. CONDITIONAL TENDER (See Instruction 5)
		As described in Section 3 of the Offer to Purchase, a tendering Shareholder may condition his or her tender of Shares upon the Company purchasing all or a specified minimum number of the Shares tendered. Unless at least the minimum number of Shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered by you will be purchased. It is the tendering Shareholder’s responsibility to calculate the minimum number of Shares that must be purchased from the Shareholder in order for the Shareholder to qualify for sale or exchange (rather than distribution) treatment for United States federal income tax purposes. Shareholders are urged to consult with their own tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve any particular United States federal income tax result for any Shareholder tendering Shares. Unless this box has been checked and a minimum number of Shares specified, your tender will be deemed unconditional.
		☐ The minimum number of Shares that must be purchased from me/us, if any are purchased from me/us, is: Shares.
		If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering Shareholder must have tendered all of his or her Shares and checked this box:
		☐ The tendered Shares represent all Shares held by the undersigned.

		6. SPECIAL PAYMENT INSTRUCTIONS (See Instruction 6)
		If you want your check for cash and/or certificate(s) for Shares not tendered or not purchased to be issued in another name, fill in this section with the information for the new account name.			Signature Guarantee Medallion
		Name (Please Print First, Middle & Last Name)			(Title of Officer Signing This Guarantee)
		Address (Number and Street)			(Name of Guarantor — Please Print)
		(City, State & Zip Code)			(Address of Guarantor Firm)
		(Tax Identification or Social Security Number)

		7. SPECIAL DELIVERY INSTRUCTIONS (See Instruction 7)
		Fill in ONLY if mailing to someone other than the undersigned or to the undersigned at an address other than that shown on the front of this card.			Signature Guarantee Medallion
		Mailing certificate(s) and/or check(s) to:
		Name (Please Print First, Middle & Last Name)			(Title of Officer Signing This Guarantee)
		Address (Number and Street)			(Name of Guarantor — Please Print)
		(City, State & Zip Code)			(Address of Guarantor Firm)

		8. LOST OR DESTROYED CERTIFICATE(S) (See Instruction 8)
		If your certificate for part or all of your Shares has been lost, stolen, destroyed or mutilated, you should contact American Stock Transfer & Trust Company, LLC, the Depositary and the Company’s transfer agent for the Shares, at 1-800-937-5449, for instructions as to obtaining an Affidavit of Loss. The executed Affidavit of Loss will then be required to be submitted together with this completed Letter of Transmittal in order to receive payment for the Shares you tender. In certain circumstances, you may be required to pay a fee. In addition, a bond may be required to be posted by you to secure against the risk the certificates may be subsequently re-circulated.
		This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. You are urged to contact American Stock Transfer & Trust Company, LLC, immediately in order to receive further instructions, to permit timely processing of this documentation, and for a determination as to whether you will need to pay a fee or post a bond.

		9. TAX WITHHOLDING
		PLEASE SEE THE SECTION ENTITLED “IMPORTANT UNITED STATES FEDERAL INCOME TAX INFORMATION FOR SHAREHOLDERS” AND THE INSTRUCTIONS TO THIS LETTER, THEN (I) IF YOU ARE A U.S. TAXPAYER (WHICH INCLUDES UNITED STATES HOLDERS), COMPLETE THE ACCOMPANYING IRS FORM W-9 OR (II) IF YOU ARE A NON-U.S. TAXPAYER (WHICH INCLUDES NON-UNITED STATES HOLDERS), COMPLETE AN IRS FORM W-8BEN, W-8BEN-E, W-8IMY (WITH ANY REQUIRED ATTACHMENTS), W-8ECI, OR W-8EXP, AS APPLICABLE (WHICH MAY BE OBTAINED ON THE IRS WEBSITE (WWW.IRS.GOV)), AND FILL IN THE OWNERSHIP INFORMATION BELOW IF APPLICABLE.
		Please note that the Depositary may withhold a portion of your proceeds as required by the Internal Revenue Service (“IRS”) if either (i) IRS Form W-9 or the appropriate IRS Form W-8 is not properly completed or your Taxpayer ID or Social Security Number is not properly certified on our records or (ii) you are a non-U.S. taxpayer and U.S. federal income tax rules require withholding on payments made to you by the Company.
		If you are a beneficial owner of Shares who is a non-U.S. taxpayer, the ownership information below may assist the Depositary or other withholding agent, as applicable, in determining whether amounts payable to you are subject to United States federal withholding tax. Accordingly, this section is to be completed only if (i) you are a tendering Shareholder that is a Non-United States Holder (as defined in the Offer to Purchase) or (ii) you are treated as a foreign partnership for U.S. federal income tax purposes and beneficially own the tendered Shares. Shareholders are urged to read Section 15 of the Offer to Purchase and consult with their own tax advisors before completing this section.
		☐ By checking this box, the undersigned represents that he, she or it, taking into account the attribution rules of Section 318 of the Internal Revenue Code of 1986, as amended (the “Code”), (i) is a beneficial owner of, as of the date hereof, the number Shares indicated below, representing the percentage interest in the Company indicated below (based on 52,562,796 Shares outstanding as of June 20, 2022), and (ii) has no plan to acquire additional Shares in connection with the Offer or to surrender any other Shares for redemption other than as described in this Letter of Transmittal.
		Shares Owned: Shares Percentage Interest: %

10. SIGNATURE (See Instruction 12)

This form must be signed by the registered holder(s) exactly as their name(s) appears above or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith

Signature of Shareholder

Date

Daytime Telephone #

Signature of Shareholder

Date

Daytime Telephone #

Signature Guarantee Medallion

(Title of Officer Signing This Guarantee)

(Name of Guarantor — Please Print)

(Address of Guarantor Firm)

Ladies and Gentlemen:

The undersigned hereby tenders to Bally’s Corporation, a Delaware corporation (the “Company”), the above-described shares of Common Stock, $0.01 par value per share (“Shares”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, which collectively with this Letter of Transmittal, as amended or supplemented from time to time, constitute the “Offer.” The Company also expressly reserves the right, in its sole discretion, to purchase additional Shares from the Company’s shareholders (the “Shareholders”) subject to applicable legal and regulatory requirements.

Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(1) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company;

(2) present such Shares for transfer and cancellation on the books of the Company; and

(3) cause the Company to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer.

The undersigned understands that, on the terms and subject to the conditions of the Offer, the Company will determine a single per Share purchase price (the “Purchase Price”), which will not be less than $19.25 per Share and not more than $22.00 per Share, that will allow it to purchase a number of Shares having an aggregate purchase price of $190 million, or a lower amount depending on the number of Shares validly tendered and not validly withdrawn pursuant to the Offer. The undersigned understands that the Company will select the lowest Purchase Price (in increments of $0.25) within the price range specified above that will allow the Company to purchase that number of Shares having an aggregate purchase price of $190 million, or a lower amount depending on the number of Shares validly tendered and not validly withdrawn pursuant to the Offer, at a price which will be not less than $19.25 per Share and not more than $22.00 per Share in the Offer, subject to its right to increase the total number of Shares purchased to the extent permitted by law. The undersigned understands that all Shares validly tendered at prices at or below the Purchase Price and not validly withdrawn will be purchased at the Purchase Price, less any applicable withholding taxes and without interest, on the terms and subject to the conditions of the Offer, including its proration provisions, “odd lot” provisions and conditional tender provisions. The Company will return at its expense all other Shares, including Shares tendered at prices greater than the Purchase Price and not validly withdrawn and Shares not purchased because of proration or conditional tenders, promptly following the Expiration Time (as defined in the Offer to Purchase).

The undersigned hereby represents and warrants that the undersigned:

(1) has a net long position in Shares at least equal to the number of Shares being tendered;

(2) has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when the same are accepted for payment by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and

(3) will, upon request, execute and deliver all additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby.

The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer, which agreement

will be governed by, and construed in accordance with, the laws of the State of New York. The undersigned acknowledges that under no circumstances will the Company pay interest on the Purchase Price.

The undersigned recognizes that the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the Purchase Price of any Shares purchased (less any applicable withholding taxes), and return any Shares not tendered or not purchased, in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Purchase Price of any Shares purchased (less any applicable withholding taxes) and any certificates for Shares not tendered or not purchased to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the Purchase Price of any Shares purchased (less any applicable withholding taxes) and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that the Company has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s) thereof, if the Company does not accept for payment any of the Shares so tendered.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL

Description of Shares Tendered. The certificated Shares and/or book-entry Shares you own are shown in Section 1. Please indicate the total number of certificated Shares and/or book-entry Shares you are tendering in Section 1. If the space provided in Section 1 above is inadequate, the certificate numbers and/or the number of Shares should be listed on a separated signed schedule that should be attached hereto.

Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry Transfer). If less than all the Shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in Section 1. In that case, if any tendered Shares are purchased, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the acceptance for payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

Indication of Price at Which Shares are Being Tendered. If you want to tender your Shares at a specific price within the $19.25 to $22.00 range, you must properly complete Section 2 of this Letter of Transmittal, which is called “SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER.” You must check ONLY ONE BOX in the pricing section. If more than one box is checked or no box is checked, your Shares will not be validly tendered. If you want to tender portions of your Shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender Shares. However, the same Shares cannot be tendered at more than one price, unless previously and validly withdrawn as provided in Section 4 of the Offer to Purchase.

Tendering Shares at the Price Determined Pursuant to the Offer. By checking the box in Section 3 instead of one of the price boxes in Section 2, you are tendering Shares and are willing to accept the Purchase Price determined by the Company in accordance with the terms of the Offer. This action will maximize the chance of having the Company purchase your Shares pursuant to the Offer (subject to proration). Note that this election is deemed to be a tender of Shares at the minimum price under the Offer of $19.25 per Share for purposes of determining the Purchase Price of the Offer, and might cause the purchase price in the Offer to be lower and result in your Shares being purchased at the minimum price under the Offer of $19.25 per Share. See Section 3 of the Offer to Purchase for additional information regarding Section 3.

Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company purchases less than all Shares tendered and not withdrawn before the Expiration Time, the Shares purchased first will consist of all Shares tendered by any Shareholder who owns, beneficially or of record, an aggregate of fewer than 100 Shares and who tenders all of such Shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, Shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of Shares that must be purchased if any are to be purchased.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be purchased. If, because of proration, the minimum number of Shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your Shares and check the box so indicating. Upon selection by random lot, if any, the Company will limit its purchase in each case to the designated minimum number of Shares.

All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. If you are an “odd lot” holder and you tender all of your Shares, you cannot conditionally tender, since your Shares will not be subject to proration. Each Shareholder is urged to consult his, her or its own tax advisor.

Special Payment Instructions. If you want your check for cash and/or certificate(s) for Shares not tendered or not purchased to be issued in another name, fill in Section 6 with the information for the new account name. If you complete Section 6, your signature(s) must be guaranteed.

Special Delivery Instructions. Complete Section 7 only if the proceeds of this transaction and/or any unaccepted Shares are to be sent to a person other than the registered holder or sent to a different address. If you complete Section 7, your signature(s) must be guaranteed.

Lost, Stolen, Destroyed or Mutilated Certificates. If you do not hold your Shares in book-entry form and you cannot produce some or all of your Company Share certificates, you must obtain a lost instrument open penalty surety bond with American Stock Transfer & Trust Company, LLC. To do so through American Stock Transfer & Trust Company, LLC’s program, please contact American Stock Transfer & Trust Company, LLC for further instructions.

Notice of Guaranteed Delivery. Shareholders who cannot deliver required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Time may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase and thereafter timely delivering the Shares subject to such notice of guaranteed delivery in accordance with such procedures.

10.

Irregularities. The Company will determine all questions as to Purchase Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares. The Company reserves the right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defect or irregularity in the tender of any particular Shares. No tender of Shares will be deemed to be validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Managers, the Information Agent, the Depositary or any other person is or will be under any duty to give notification of any defect or irregularity in tenders, and none of them will incur any liability for failure to give any such notice.

11.

PLEASE SEE THE SECTION ENTITLED “IMPORTANT U.S. FEDERAL INCOME TAX INFORMATION FOR SHAREHOLDERS” AND THE INSTRUCTIONS TO THIS LETTER, THEN(I) IF YOU ARE A U.S. TAXPAYER, COMPLETE THE ACCOMPANYING IRS FORM W-9, OR(II) IF YOU ARE A NON-U.S. TAXPAYER, COMPLETE AN IRS FORM W-8BEN, W-8BEN-E, W-8IMY (WITH ANY REQUIRED ATTACHMENTS), W-8ECI, OR W-8EXP, AS APPLICABLE(WHICH MAY BE OBTAINED ON THE IRS WEBSITE (WWW.IRS.GOV)) AND FILL IN THE OWNERSHIP INFORMATION BELOW IF APPLICABLE. Please note that American Stock Transfer & Trust Company, LLC may withhold a portion of your proceeds as required by the IRS if either (i) IRS Form W-9 or the appropriate IRS Form W-8 is not properly completed or your Taxpayer ID or Social Security Number is not properly certified on our records or (ii) you are a non-U.S. taxpayer and U.S. federal income tax rules require withholding on payments made to you by the Company. Non-U.S. taxpayers are urged to consult with their own tax advisors regarding the possibility of withholding on such payments.

As described in Section 3 and Section 15 of the Offer to Purchase, gross payments payable to a beneficial owner of Shares who is a non-U.S. taxpayer may be subject to withholding at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) unless an exemption from withholding is applicable because the non-U.S. taxpayer meets any of the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests under Section 302 of the Code, for characterizing the transaction as a sale or exchange. If you are a beneficial owner of Shares who is a non-U.S. taxpayer, the ownership information in Section 9 may assist the Depositary

or other withholding agent, as applicable, in determining whether amounts payable to you are subject to United States federal withholding tax. Accordingly, Section 9 is to be completed only if (i) you are a tendering Shareholder that is a Non-United States Holder or (ii) you are treated as a foreign partnership for U.S. federal income tax purposes and beneficially own the tendered Shares. Notwithstanding the foregoing, it is possible that the applicable withholding agent may not accept the information in Section 9 to support characterizing the transaction as an exchange, in which case such withholding agent would withhold at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on the gross payments payable to the Non-United States Holder. Shareholders are urged to read Section 15 of the Offer to Purchase and consult with their own tax advisors before completing Section 9.

12.

Signature. Sign, date and include your daytime telephone number in this Letter of Transmittal in Section 9 after completing all other applicable sections and return this form in the enclosed envelope. If your Shares are represented by physical stock certificates, include them in the enclosed envelope as well.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates or book-entry register without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Section 3 of the Offer to Purchase.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

13.

In participating in the Offer, the tendering Shareholder acknowledges that (1) the Offer is established voluntarily by the Company, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase, (2) the tendering Shareholder is voluntarily participating in the Offer, (3) the future value of the Shares is unknown and cannot be predicted with certainty, (4) the tendering Shareholder has received the Offer to Purchase and the Letter of Transmittal, as amended or supplemented, (5) any foreign exchange obligations triggered by the tendering Shareholder’s tender of Shares or the receipt of proceeds are solely his or her responsibility, and (6) regardless of any action that the Company takes with respect to any or all income/capital gains tax, social security or insurance tax, withholding tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Shares, the tendering Shareholder acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility; provided that the Company will pay stock transfer taxes to the extent described in Section 5 of the Offer to Purchase. In that regard, the tendering Shareholder authorizes the Company to withhold all applicable Tax Items that the Depositary or other withholding agent is legally required to withhold. The tendering Shareholder consents to the collection, use and transfer, in electronic or other form, of the tendering

IMPORTANT UNITED STATES TAX INFORMATION FOR SHAREHOLDERS

This is a summary only of certain United States federal income tax considerations of participating in the Offer. Shareholders should read the information contained in the Offer to Purchase under “Certain United States Federal Income Tax Consequences” and should consult with their own tax advisors regarding the tax consequences with respect to their particular circumstances.

In order to avoid backup withholding of United States federal income tax on payments pursuant to the Offer, a United States Holder (as defined in the Offer to Purchase) tendering Shares must, unless an exemption applies, provide the Depositary with such United States Holder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (or that such United States Holder is waiting for a TIN to be issued), and provide certain other certifications by completing the IRS Form W-9 included in this Letter of Transmittal. If a United States Holder does not provide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certain penalties on such United States Holder and payment to such United States Holder pursuant to the Offer may be subject to backup withholding at a rate currently equal to 24%. All United States Holders tendering Shares pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). To the extent that a United States Holder designates another United States person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the United States federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by the Shareholder by timely providing the required information to the IRS.

If a United States Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the United States Holder should write “Applied For” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9. If the Depositary has not been provided with a properly certified TIN by the time of payment and the United States Holder has not established an exemption from the backup withholding, backup withholding will apply. If the Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the enclosed IRS Form W-9 for additional guidance on which name and TIN to report. For more information, see the Offer to Purchase under “Certain Material United States Federal Income Tax Consequences — Consequences to United States Holders.”

Certain Shareholders (including, among others, corporations, individual retirement accounts and certain non-U.S. individuals and entities) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt United States Holders should provide the codes on line 4, “Exemptions” of the IRS Form W-9. See the enclosed IRS Form W-9 for more instructions.

In order to establish an exemption from backup withholding and any other applicable tax withholding, Non-United States Holders (as defined in the Offer to Purchase under “Certain Material United States Federal Income Tax Consequences”) should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY (with any required attachments), W-8ECI, or W-8EXP, as applicable, signed under penalties of perjury, attesting to such exempt status (which may be obtained on the IRS website (www.irs.gov)).

Even if a Non-United States Holder has provided the required certification to avoid backup withholding, the Depositary or other withholding agent, as applicable, will generally withhold United States federal income tax at a 30% rate (subject to certain exceptions) on payments made to a Non-United States Holder pursuant to the Offer, unless (i) the Non-United States Holder delivers to the Depositary or other withholding agent, as applicable, a properly completed and executed applicable IRS Form W-8 certifying eligibility for a reduced rate under an applicable income tax treaty or exemption from withholding or (ii) the Non-United States Holder submits, and the Depositary or other withholding agent, as applicable, accepts a certification establishing to the applicable withholding agent’s satisfaction that payments made pursuant to the Offer will be treated as received in a sale or exchange for United States federal income tax purposes. For more information, see the Offer to Purchase under “Certain United States Federal Income Tax Consequences — Consequences to Non-United States Holders.”

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address listed below. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed either to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Lead Dealer Manager for the Offer is:

Goldman & Sachs Co. LLC
200 West Street
New York, New York 10282
Attn: Equity Derivatives Group
Collect: (212) 902-1000
Toll-Free: (800) 323-5678

The Co-Dealer Managers for the Offer are:

Capital One Securities
299 Park Avenue, 31st Floor
New York, New York 10171
Attn: Equity Capital
Markets Group
Phone number: (646) 927-5128

Truist Securities
3333 Peachtree Road N.E.,
11th Floor
Atlanta, Georgia 30326
Attn: Equity Capital Markets
Toll-Free: (855) 382-6151

Wells Fargo Securities
500 West 33rd Street
New York, New York 10001
Attn: Equity Syndicate Group
Toll-Free: (833) 690-2713

The Information Agent for the Offer is:

1407 Broadway
New York, New York 10018
(212) 929-5500
or
Call Toll-Free: (800) 322-2885
Email: tenderoffer@mackenziepartners.com

IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH CERTIFICATES REPRESENTING SHARES BEING TENDERED (OR CONFIRMATION OF BOOK-ENTRY TRANSFER) AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BEFORE THE EXPIRATION TIME, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.