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EXHIBIT 4.4
AGREEMENT dated December 3, 1997 between Video Lottery Technologies, Inc.,
a Delaware corporation (the "Company"), and Xxxxxxx Xxxxx ("Xxxxx").
1. In connection with an exercise of the demand registration rights
pursuant to Section 4.1.1 of the Stockholders Agreement dated as of February
23, 1993 by the Purchasers (as such term is defined therein), the Company
agrees to cooperate with the Purchasers and their underwriters with respect to
the offer to sell their shares of Company common stock and to comply with its
obligations under Section 4 of the Stockholders Agreement. Xxxxx agrees to
include in the offering of shares all shares of Company common stock he owns,
whether or not acquired or held as part of the group which is a party to the
Stockholders Agreement.
2. Xxxxx agrees to resign as a director of the Company effective
immediately upon the disposition of shares of Company common stock by the
purchasers resulting in the aggregate beneficial ownership of the Purchasers
being less than 5% of all outstanding shares of Company common stock.
3. Xxxxx agrees that, if the aggregate beneficial ownership of shares of
Company common stock of the Purchasers falls below 5% of all outstanding shares
as a result of dispositions of shares by the Purchasers, for a period of seven
years after the date hereof, he will not (a) acquire beneficial ownership of or
any rights with respect to any additional shares of Company common stock or any
other security issued by the Company (other than indirect ownership through
investment or mutual funds as to which he has not investment or voting
authority) or (b) "solicit" or become a "participant" in any solicitation or
"proxies" involving any voting stock of the Company (as such terms are defined
in the proxy rules promulgated pursuant to the provisions of the Securities
Exchange Act of 1934, as amended).
4. (a) Effective upon the aggregate beneficial ownership of shares of
Company common stock by the Purchasers falling below 2% of all outstanding
shares of Company common stock, the Company, its affiliates, successors and
assigns release and discharge Xxxxx and each of the Purchasers, their
respective affiliates, associates, heirs and assigns and advisors and counsel
(the "Investor Group") from all suits, claims, charges and causes of action, in
law or equity or otherwise, whether known or unknown, which any of them have or
may have against any member of the Investor Group arising out of, relating to,
or in connection with (i) Xxxxx'x service as an officer and director of the
Company and its subsidiaries, (ii) the Investor Group's investment in the
Company, and (iii) any events relating to the Company or its stock or any
actions or omissions by Xxxxx or any other member of the Investor Group on or
before the date of this Agreement; but, excluding matters relating to breaches
of this Agreement.
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(b) Effective upon the aggregate beneficial ownership of shares of
Company common stock by the Purchasers falling below 2% of all outstanding
shares of Company common stock, Xxxxx, each member of the Investor Group, their
respective affiliates, associates, heirs and assigns release and discharge the
Company and its subsidiaries, their respective successors, assigns, directors,
officers and affiliates and their advisors and counsel (the "Company Group")
from all suits, claims, charges and causes of action, in law or equity or
otherwise, whether known or unknown, which any of them may have against the
Company, its subsidiaries or any of their respective successors, assigns,
directors, officers, affiliates, advisors and counsel arising out of, relating
to, or in connection with (i) Xxxxx'x service as an officer and director of the
Company and its subsidiaries, (ii) the Investor Group's investment in the
Company, and (iii) any events relating to the Company or its stock or any
actions or omissions by any member of the Company Group on or before the date
of this Agreement; but, excluding matters relating to breaches of this
Agreement.
5. Pursuant to the Company's policies and procedures, the Company will
reimburse Xxxxx for his accounting, financial and other actual expenses up to
$22,000 incurred in connection with Company licensing matters and other
regulatory disclosure requirements.
6. If all of the shares of Company common stock owned by the Purchasers
can be sold pursuant to the proposed underwritten public offering at a price
of at lease $11.75 per share before March 1, 1998 and the Purchasers decide not
to sell their shares, then Xxxxx (on behalf of the Purchasers) agrees to pay up
to $150,000 of the Company's actual out-of-pocket expenses in connection with
the preparation and filing of a registration statement or otherwise directly
relating to the offering of the Purchasers' shares ("Company Expenses"). If
all of the shares of Company common stock owned by the Purchasers are sold
pursuant to the proposed underwritten public offering at a price in excess of
$12.50 per share before March 1, 1998, then Xxxxx (on behalf of the Purchasers)
agrees to pay up to $100,000 of the Company Expenses.
7. The provisions of Sections 6(a) - (h) of the Stockholders Agreement
are incorporated herein with the same effect as if such Sections were expressly
set forth herein.
8. This Agreement will terminate and be of no further force and effect
(except that paragraphs 5, 6 and this paragraph shall survive termination and
continue in full force and effect) if the Purchasers do not sell sufficient
shares of Company common stock to reduce their beneficial ownership to below 5%
of all outstanding shares of Company common stock pursuant to the proposed
public offering.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be signed as of the date first above written.
VIDEO LOTTERY TECHNOLOGIES, INC.
By:/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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