1
EXHIBIT 10.1
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, effective as April 13,
2000 (this "AGREEMENT"), between Innovative Gaming Corporation of America (the
"COMPANY") and _________________________(the "INVESTOR").
WHEREAS, the Investor has previously executed a Registration Rights
Agreement (the "INITIAL AGREEMENT") dated as of October 13, 1999, pursuant to
which the Company has agreed to provide certain registration rights to Investor;
WHEREAS, pursuant to the Section 9 of the Initial Agreement, any
provision contained therein may be amended in writing by the Company and
investors holding a majority of the Registrable Securities and the parties
hereto have agreed to amend certain of the provisions of the Initial Agreement
in accordance with Section 9 thereof.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby amend the Agreement as follows:
1. AMENDMENT TO SECTION 2(B) OF THE INITIAL AGREEMENT. Section 2(b)
of the Agreement is hereby amended in its entirety and replaced with the
provision set forth below:
"2. REGISTRATION
(b) REGISTRATION DEFAULT. If the Registration Statement
covering the Registrable Securities required to be filed by the Company
pursuant to Section 2(a) is not (i) filed with the Commission within 90
days after the Closing Date or (ii) declared effective by the Commission
within 180 days after the Closing Date (either of which, without
duplication, an "INITIAL DATE"), then the Company shall make the
payments to the Initial Investor as provided in the next sentence as
liquidated damages and not as a penalty. The amount to be paid by the
Company to the Initial Investor shall be determined as of each
Computation Date (as defined below), and such amount shall be equal to
2% (the "LIQUIDATED DAMAGE RATE") of the Purchase Price (as defined in
the Securities Purchase Agreement) from the Initial Date to the first
Computation Date and 3.5% for each Computation Date thereafter,
calculated on a pro rata basis to the date on which the Registration
Statement is filed with (in the event of an Initial Date pursuant to
clause (i) above) or declared effective by (in the event of an Initial
Date pursuant to clause (ii) above) the Commission (the "PERIODIC
AMOUNT").
At the option of the Company, the full Periodic Amount shall be
paid by the Company to the Initial Investor within three days after each
Computation Date either (x) by wire transfer of immediately available
funds within three days after each Computation Date, or (y) through the
issuance of duly and validly authorized and issued, fully paid and
nonassessable shares of Common Stock valued at the Market Price (as such
term is defined in the Company's Certificate of Designation of Series D
6% Convertible Preferred Stock), provided, however, that to the extent
that funds are not available for the payment of the Periodic Amount by
wire transfer of immediately available funds, the Periodic Amount shall
be paid as provided in clause (y) above. The Common Stock to be
2
issued in lieu of cash payments shall be registered for resale in the
Registration Statement.
As used in this Section 2(b), "COMPUTATION DATE" means the date
which is 30 days after the Initial Date and, if the Registration
Statement required to be filed by the Company pursuant to Section 2(a)
has not theretofore been declared effective by the Commission, each date
which is 30 days after the previous Computation Date until such
Registration Statement is so declared effective.
Notwithstanding the above, if the Registration Statement covering
the Registrable Securities required to be filed by the Company pursuant
to Section 2(a) is not filed with the Commission by the 90th day after
the Closing Date, the Company shall be in default of this Registration
Rights Agreement."
2. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Amendment and the Initial
Agreement embody the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein
and therein.
(b) DEFINED TERMS. Except as otherwise expressly
provided, or unless the context otherwise requires, all
capitalized terms used herein have the meanings ascribed to them
in the Initial Agreement.
(c) COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an
original, but all of which shall constitute but one and the same
document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
INNOVATIVE GAMING CORPORATION OF AMERICA
By: ____________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
Investor:
By: ____________________________________
Name: ______________________________
2
