GAMETECH INTERNATIONAL, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of September 2, 1997, by and between GameTech International, Inc., a
Delaware corporation (the "COMPANY"), and the other parties signatory hereto
(collectively, the "HOLDERS" and individually a "HOLDER").
The parties hereby agree as follows:
SECTION 1
DEFINITIONS
The following terms shall have the meanings indicated:
"Commission" means the Securities and Exchange Commission, or any other
federal agency then administering the Securities Act.
"Common Stock" means the Common Stock, par value $.001 per share, of the
Company.
"Exchange act" means the Securities Exchange act of 1934, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
"Initial Public Offering" means an initial public offering of shares of
Common Stock by the Company registered under the securities Act.
"Losses" means all losses, claims, damages or liabilities and reasonable
expenses related thereto.
"Majority Holders" means Holders holding a majority of the shares of
Series A Preferred Stock or the Shares.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
"Series A Preferred Stock" means the Series A Preferred stock, par value
$.001 per share, of the Company.
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"Shares means all shares of Common stock issued and/or issuable upon
conversion of the Series A Preferred Stock held by a Holder.
SECTION 2
DEMAND REGISTRATION
(a) At any time during the period beginning one year after the date the
Company shall have effected an Initial Public Offering and ending three
years from such date, upon the written demand of the Majority Holders, the
Company shall prepare and file a registration statement under the Securities
Act covering an offering of such number of shares of Common Stock as shall
have been requested by the Majority Holders in such demand and shall cause
such registration statement to become effective, all in accordance with the
provisions of this Agreement; PROVIDED that the Company shall be obligated to
effect registration pursuant to this SECTION 2 no more than one time.
(b) the Company shall proceed as expeditiously as possible after
receipt of a demand pursuant to SECTION 2(a) to file a registration statement
and use its best efforts to effect, within one hundred twenty (120) days
after the giving of such written demand, the registration of an offering
under the Securities Act which shall include the Shares specified in the
demand given pursuant to SECTION 2(a). No other outstanding securities of the
Company shall be included in such registration unless, and then only to the
extent that, in the opinion of the managing underwriter, such other
outstanding securities may be included in such registration statement and
sold without adversely affecting the sale of the Shares by the Holder. The
company shall select the representative, if any, of the underwriters to be
engaged in connection with any such registration, subject to the reasonable
approval of the Majority Holders.
SECTION 3
PIGGYBACK REGISTRATION
If at any time the Company proposes to register any offering of shares
of its capital stock under the Securities Act (other than a registration
statement on Form X-0, Xxxx X-0 or other successor forms thereto), and if
such registration is to be on a form of the commission that my include, or is
at any time amended or changed to such a form that may include the Shares,
the Company will at any such time give written notice to the Holders of its
intention to do so at least thirty (30) days prior to the filing of said
registration statement.
3.1 If the representative of the underwriters participating in the
sale and distribution of the Company's securities covered by said
registration statement agrees that a number of Shares (the "PERMISSIBLE
SECONDARY SHARES") may be included in the offering covered by the
registration statement, the Company's notice shall afford the Holders an
opportunity to elect to include in such registration the Permissible
Secondary Shares owned by the Holders. The Holders shall have twenty (20)
days after receipt of the Company's notice to notify the Company in writing
of the number of shares (the "ELECTED SHARES") which such Holder elects to
include in the offering and the Elected Shares shall be included in the
offering. The aggregate number of Elected Shares that the Holders may include
in such filing shall not exceed the number of Permissible Secondary
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Shares. Such representative may increase or decrease (to zero if so
determined by such representative) the number of Permissible Secondary Shares
at any time until all Shares included in such registration shall have been
sold by such underwriters; PROVIDED, that if any such registration is to
include shares held by other stockholders of the Company, then the number of
Shares with respect to any such reduction shall be allocated (i) 50% to the
Holders, and (ii) 50% in the aggregate to any such other stockholders, with
such reduction to be made, if necessary, PRO RATA in proportion to the
respective number of Shares requested to be registered to the extent
necessary to reduce the total number of such stockholders' Shares to be
included in the registration as so provided.
3.2 The company agrees that, without the consent of the Majority
Holders, it will not hereafter grant to any present or future shareholder any
"piggyback" or "demand" registration rights.
3.3 The inclusion in such registration of shares shall be upon the
condition that each Holder sells its Shares to the underwriters at the same
price and on substantially the same terms and conditions as the Company.
3.4 The company shall afford the Holders the right to participate in
each registration without limitation as to number of registrations.
SECTION 4
PARTICIPATING SHAREHOLDERS
To elect to include any Shares in any registration, the Holder shall:
4.1 cooperate with the Company and the underwriter for such
registration in preparing each such registration and execute all such
agreements as the underwriter may deem reasonably necessary in favor of such
underwriter;
4.2 promptly supply the Company and the underwriter for such
registration with all information, documents, representations and agreements
as the underwriter may deem reasonably necessary in connection with such
registration; and
4.3 agree in writing not to sell or transfer any shares of the capital
stock of the Company not included in such registration for a period of thirty
(30) days prior to and one hundred eighty (180) days after the effective
date of such registration without the underwriter's prior written consent.
4.4 agree that upon receipt of a notice form the Company pursuant to
SECTION 6.6 hereof that the registration statement is required to be amended
or supplemented, or any stop order with the respect thereto has been issued,
such Holder will forthwith discontinue disposition of the Shares covered by
such registration statement or prospectus until such Holder's receipt of
copies of the supplemented or amended prospectus or until it is advised in
writing by the Company that the use of the applicable prospectus may be
resumed.
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SECTION 5
OPINION OF COUNSEL
5.1 The Company shall have no obligation under SECTIONS 2 AND 3 to
register any shares if the Company shall deliver to the Holder an opinion of
counsel in form and substance reasonably satisfactory to the Holder and its
counsel to the effect that the proposed sale or disposition of all of the
Shares for which registration was requested does not require registration
under the Securities Act for a sale or disposition in a single public
transaction.
5.2 The Company hereby agrees to indemnify the Holder against, and to
hold it harmless from, all damages, losses, liabilities (including liability
for rescission), costs and expenses, arising from violations of law with
respect to such sale or disposition, that it may incur under the Securities
Act or otherwise by reason of it proceeding in accordance with such opinion
of counsel, other than any such damages, losses, liabilities, costs or
expenses that arise in connection with any willful misconduct on the part of
such Holder.
SECTION 6
REGISTRATION PROCEDURES
If and whenever the Company is obligated by the provisions of this
Agreement to effect the registration of any offering of Shares under the
Securities Act, as expeditiously as possible the Company will, or will use
its best efforts to, as the case may be:
6.1 Prepare the file with the Commission a registration statement with
respect to such Shares and, if the Board of Directors of the Company shall so
direct, cause such registration statement to become effective; PROVIDED,
HOWEVER, that before filing a registration statement or prospectus or any
amendments or supplements thereto, the Company shall furnish to each Holder
who has Shares included in such registration statement, its counsel and the
representative of the underwriters, if any, copies of all such documents
proposed to be filed, which documents will be subject to the reasonable
review of such Holder, its counsel and the representative of the
underwriters, if any.
6.2 Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be reasonably necessary to keep such registration
statement effective until the earlier of the termination of the distribution
covered thereby and the expiration of a period of two hundred seventy (270)
days after its effective date, and comply with the provisions of the
Securities Act with respect to the disposition of all shares of Common Stock
covered by such registration statement; PROVIDED, HOWEVER, that if
maintaining the effectiveness of the registration statement would require the
filing of a post-effective amendment including new financial statements
(other than financial statements which the Company would be required to
include in a quarterly report on Form 10-Q under Section 13 or 15(d) of the
Exchange Act), the Company shall be obligated hereunder to use its best
efforts to maintain the effectiveness of the registration statement for only
six (6) months in the case of the first registration filed hereunder, and
ninety (90) days in the case of any other registration filed hereunder. In
the event that any shares of Common Stock included in a
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registration statement subject to this Agreement remain unsold at the end of
the period during which the Company is obligated to use its best efforts to
maintain the effectiveness of such registration statement, the Company, if
and when a further amendment or supplement would be required to comply with
Section 10 of the Securities Act, may file a post-effective amendment to the
registration statement for the purpose of removing such shares from
registered status.
6.3 Furnish to such Holder so many copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents, as the Holder may reasonably request.
6.4 Register or qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions
as such Holder shall reasonably request, and do any and all other acts and
things that may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in such jurisdictions of such Shares; PROVIDED,
HOWEVER, that the Company shall not be obligated, by reason thereof, to
qualify as a foreign corporation or file any general consent to service of
process under the laws of any such jurisdiction or subject itself to taxation
as doing business in such jurisdiction.
6.5 Furnish to such Holder at the time of disposition, an opinion of
counsel for the Company (which opinion shall be acceptable to such Holder and
its counsel) substantially to the effect that a registration statement
covering the offering of Shares has been filed with the Commission under the
Securities Act and has been made effective by order of the Commission, that a
prospectus (except for the financial statements contained therein and other
documents incorporated by reference therein) on its face complies as to form
with the requirements of the Securities Act, that to the best of such
counsel's knowledge, no stop order has been issued by the Commission
suspending the effectiveness of such registration statement and that, to the
best of such counsel's knowledge, no proceedings for the issuance of such a
stop order are threatened or contemplated. In addition, such option of
counsel shall also state that such counsel has no reason to believe that at
the time the registration statement became effective, the registration
statement and the prospectus contained therein (except for the financial
statements and other financial data as to which such counsel need not express
any belief) contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and that the prospectus, as amended or
supplemented, if applicable (except for the financial statements and other
financial data, as aforesaid) contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
6.6 Notify such Holder and its counsel promptly after they shall
receive notice that any registration statement, supplement or amendment has
become effective, any registration statement is required to be amended or
supplemented, or any stop order with respect thereto has been issued.
6.7 Enter into such agreements (including an underwriting agreement in
form, scope and substance as is customary in underwritten offerings) and take
all such other actions in
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connection therewith (including those reasonably requested by the
representative of the underwriters or such Holder in order to expedite or
facilitate the disposition of the Shares covered by such registration) and in
such connection, (i) make such representations and warranties to the
underwriters with respect the business of the Company, the registration
statements, the prospectus and the documents, if any, incorporated or deemed
to be incorporated by reference in the registration statement, in each case
in form, substance and scope as are customarily made by issuers to
underwriters in underwritten secondary offerings and confirm the same if and
when requested; (ii) obtain opinions of counsel to the Company and updates
thereof, which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the representative of underwriters, if any, and
counsel to such Holder addressed to each of the underwriters, if any, and
such Holder covering the matters customarily covered in opinions required in
underwritten offerings and such other matters as may be reasonably requested
by such underwriters (iii) obtain "cold comfort" letters and updates thereof
from the independent certified public accountants of the Company (and, if
necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are or are required to be
included in the registration statement) addressed to each of the
underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters to underwriters in
connection with underwritten offerings; (iv) if any underwriting agreement is
entered into, the same shall set forth in full the indemnification and
contribution provisions and procedures of SECTIONS 8 THROUGH 11 hereof (or
such other less favorable provisions and procedures acceptable to the
representative of the underwriters) with respect to all parties to be
indemnified pursuant to said Sections; and (v) the Company shall deliver such
documents and certificates as may be requested by the representative of the
underwriters to evidence the continued validity of the representations and
warranties made pursuant to SECTION 6.7(i) above and to evidence compliance
with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company. The above shall be done at each
closing under such underwriting or similar agreement, or as and to the extent
required thereunder.
6.8 Make available for inspection, by any underwriter and any attorney
or accountant retained by such underwriter, at the offices where normally
kept, during reasonable business hours, all financial and other records,
pertinent corporate documents and properties of the Company; and cause the
officers , directors and employees of the Company to supply all information
reasonably required by any such underwriter, attorney or accountant in
connection with such registration statement; PROVIDED, HOWEVER, that any
records, information or documents that are designated by the Company in
writing as confidential shall be kept confidential by such persons unless (i)
disclosure of such records, information or documents is required by court or
administrative order, or (ii) disclosure of such records, information or
documents, in the option of counsel to such person, is required by law
(including, without limitation, pursuant to the requirements of the
Securities Act) or (iii) such records, information or documents are in the
public domain or otherwise publicly available.
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SECTION 7
REGISTRATION EXPENSES
The costs and expenses (other than (i) underwriting discounts or
commissions and (ii) such fees as state securities officials may require that
any Holder pay) of all registrations and qualifications under the Securities
Act contemplated by SECTION 2 OR 3 of this Agreement, and of all other
actions that the Company is required to take or effect pursuant to this
Agreement with respect to such registration or qualification, shall be paid
by the Company (including, without limitation, all registration and filing
fees, printing expenses, costs of special audits incident to or required by
any such registration, fees an disbursements of counsel for the Company and
the reasonable fees and disbursements of one special counsel acting for the
Holders).
SECTION 8
INDEMNIFICATION BY COMPANY
In the event of any registration under the Securities Act of any
offering of Shares, the Company hereby agrees to indemnify and hold harmless
each Holder, its officers and directors, affiliates and control persons, if
any, and each other person, who controls such Holder (within the meaning of
the Securities Act) against any Losses, joint or several, to which the Holder
or controlling person or participating person may become subject under the
Securities Act or otherwise, insofar as such Losses (or proceedings in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which Shares were registered under the Securities Act, in any preliminary
prospectus or final prospectus contained therein, or in any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
such Holder and each such controlling person or participating person for any
legal or other expenses reasonably incurred by such Holder or such
controlling person or participating person in connection with investigating
or defending any such Loss; PROVIDED, that the Company will not be liable in
any such case to the extent that any such Losses arise out of or are based
upon an untrue statement or alleged untrue statement made in such
registration statement, said preliminary or final prospectus or said
amendment or supplement, or an omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in reliance upon and in conformity with
written information furnished by such Holder or such controlling or
participating person, as the case may be, specifically for use in the
preparation thereof; PROVIDED, FURTHER, that the Company shall not be liable
to the extent that (A) any such Losses arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus if (i) such Holder failed to send or
deliver a copy of the prospectus with or prior to the delivery of a written
confirmation of the sale by such Holder to the person asserting such Losses
who purchased such Shares that are the subject thereof and (ii) the
prospectus would have adequately corrected such untrue statement or alleged
untrue statement or such omission or alleged omission or (B) any such Losses
arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the prospectus, if such untrue
statement or alleged untrue statement, omission or alleged omission is
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adequately corrected in an amendment or supplement to the prospectus and if,
having previously been furnished by or on behalf of the Company with copies
of the prospectus as so amended or supplemented, such Holder thereafter fails
to deliver such prospectus as so amended or supplemented, prior to or
concurrently with the sale of a Share to the person asserting such Losses who
purchased such registrable security that is the subject thereof from such
Holder. The Company shall also indemnify underwriters, selling brokers,
dealer managers and similar securities industry professionals participating
in the distribution, their officers, directors, agents and employees and each
person who controls such persons (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as
provided above with respect to the indemnification of such Holder.
SECTION 9
INDEMNIFICATION BY A HOLDER OF SHARES
In the event of any registration under the Securities Act of any
offering of Shares, each Holder, severally and not jointly, hereby agrees to
indemnify and hold harmless the Company and each other person, if any, who
controls the Company within the meaning of the Securities Act and each other
person (including each underwriter, and each other person, if any, who
controls such underwriter) who participates in the offering of such Shares
against any Losses, joint or several, to which the Company or controlling
person or participating person may become subject under the Securities Act or
otherwise, insofar as such Losses (or proceedings in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained, on the effective date thereof, in any
registration statement under which an offering of such Shares was registered
under the Securities Act, in any preliminary prospectus or final prospectus
contained therein, or in any amendment or supplement thereto, or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and each such controlling person or participating
person any legal or other expenses reasonably incurred by the Company or such
controlling person or participating person in connection with investigating
or defending any such Loss or proceeding; PROVIDED, that such Holder will be
liable in any such case to the extent, and only to the extent, that any such
Losses arise out of or are based upon an untrue statement or alleged untrue
statement made in such registration statement, said preliminary prospectus or
final prospectus or said amendment or supplement, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in reliance upon and
in conformity with written information furnished by such Holder specifically
for use in the preparation thereof. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution to the
same extent as provided above with respect to information so furnished in
writing by such persons specifically for inclusion in any registration
statement or prospectus.
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SECTION 10
CONDUCT OF INDEMNIFICATION PROCEEDINGS
If any action or proceeding (including any governmental investigation or
inquiry) shall be brought or any claim shall be asserted against any person
entitled to indemnity hereunder (an "INDEMNIFIED PARTY"), such indemnified
party shall promptly notify the party from which such indemnity is sought
(the "INDEMNIFYING PARTY") in writing, and indemnifying party shall assume
the defense thereof, including the employment of counsel reasonably
satisfactory to the indemnified party and the payment of all reasonable fees
and expenses incurred in connection with the defense thereof. Any such fees
and expenses borne by the indemnified party (including any reasonable fees
and expenses and incurred in connection with investigating or preparing to
defend such action or proceeding) shall be paid to the indemnified party, as
incurred, within fifteen (15) days of written notice thereof to the
indemnifying party (regardless of whether it is ultimately determined that an
indemnified party is not entitled to indemnification hereunder), PROVIDED,
that such indemnified party shall first undertake to reimburse all such fees
and expenses to the extent it is judicially determined that such indemnified
party is not entitled to indemnification hereunder. Any such indemnified
party shall have the right to employ separate counsel in any such action,
claim or proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be the expenses of such indemnified party
unless (i) the indemnifying party has agreed to pay such fees and expenses or
(ii) the indemnifying party shall have failed to promptly assume the defense
of such action, claim or proceeding or (iii) the named parties to any such
action, claim or proceeding (including any impleaded parties) include both
such indemnified party and the indemnifying party, and such indemnified party
shall have been advised by counsel that there may be one or more legal
defenses available to it which are different from or in addition to those
available to the indemnifying party and that the assertion of such defenses
would create a conflict of interest such that counsel employed by the
indemnifying party could not faithfully represent the indemnified Party (in
which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such action, claim or proceeding on behalf of such indemnified
party, it being understood, however, that the indemnifying party shall not,
in connection with any one such action, claim or proceeding or separate but
substantially similar or related actions, claims or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (together with appropriate local counsel) at any time for all such
indemnified parties, unless in the reasonable judgment of such indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such action, claim or
proceeding, in which event the indemnifying party shall be obligated to pay
the fees and expenses of such additional counsel or counsels). The
indemnifying party shall not be liable for any settlement of any such action
or proceeding effected without its written consent. Notwithstanding the
foregoing, the indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgements by reason of any settlement of any action effected
with its consent.
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SECTION 11
CONTRIBUTION
If the indemnification provided for in this Agreement is unavailable to
an indemnified party under SECTION 9 0R 10 hereof (other than by reason of
exceptions provided in those Sections) in respect of any Losses, then each
applicable indemnifying party in lieu of indemnifying such indemnified party
shall contribute to the amount paid or payable by such indemnified party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in
connection with the actions, statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and the indemnified party shall be
determined by reference to, among other things, whether any action in
question, including any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of
any Losses shall be deemed to include, subject to the limitations set forth
in SECTION 10, any legal or other fees or expenses reasonably incurred by
such party in connection with any action, suit, claim, investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 11 were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this SECTION 11, if any Holder
is an indemnifying party it shall not be required to contribute any amount in
excess of the total price at which the Shares sold by such Holder were
offered to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.
SECTION 12
EQUITABLE RELIEF
The parties hereto agree and declare that legal remedies may be
inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce such provisions.
SECTION 13
MISCELLANEOUS
(a) Notices. Any and all notices or any other communication provided
for herein shall be given in writing, delivered personally (including
delivery by courier or by facsimile if received during normal working hours)
or by registered or certified mail, addressed, if to the Company, to GameTech
International, Inc., 0000 X. 0xx Xxxxxx, Xxxxx 000-000, Xxxxx, Xxxxxxx 00000,
Attention: General Counsel, and, if to the Holder, at the address indicated
for the Holder on the records of the Company or to such other address as may
be designated in writing by any
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such party. Except as otherwise provided in this Agreement, each such notice
sent by registered or certified mail with postage prepaid and properly
addressed shall be deemed given when delivered or on a date which is four (4)
days after it is mailed in any post office or branch post office regularly
maintained by the United States Postal Service.
(b) Amendment. No change in or modification of this Agreement shall
be valid unless the same shall be in writing and signed by the Company and
Majority Holders.
(c) Assignment. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto.
This Agreement may not be assigned (i) by the Company without the prior
written consent of the Majority Holders or (ii) by any Holder without the
prior written consent of the Company.
(d) Waiver. No failure or delay on the part of the parties or any of
them in exercising any right, power or privilege hereunder, nor any course of
dealing between the parties or any of them shall operate as a waiver of any
such right, power or privilege nor shall any single or partial exercise of
any such right, power or privilege preclude the simultaneous or later
exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and are not exclusive of any rights
or remedies which the parties or any of them would otherwise have. No notice
to or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstamces or
constitute a waiver of the rights of the other parties or any of them to take
any other or further action in any circumstances without notice or demand.
(e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
(f) Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
(g) Filing. A copy of the Agreement and of all amendments hereto shall
be filed at the principal office of the Company.
(h) Termination. This Agreement may be terminated at any time by an
instrument in writing signed by the Company and the Majority Holders.
(i) Severability. In the event that any part of this Agreement shall
be held to be invalid or unenforceable, the remaining parts hereof shall
nevertheless continue to be valid and enforceable as though the invalid
portions were not a part hereof.
(j) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
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(k) Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expense and any other available remedy.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement as of the day and year first above written.
The Company: GAMETECH INTERNATIONAL, INC.,
a Delaware corporation
By /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
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Title: Chief Financial Officer
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