EXHIBIT 10.24
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
__, 2000 is made and entered into by and among Jackpot Enterprises, Inc., a
Nevada corporation (the "Company") and each of the purchasers set forth on the
signature pages attached hereto (collectively, the "Holders").
1. Background. Pursuant to that certain Subscription
Agreement and Investment Representation, dated on even date herewith (the
"Subscription Agreement"), by and among the Company and the Holders, the
Company has agreed to sell and the Holders have agreed to purchase Convertible
Subordinated Debentures of the Company of a principal amount of ________ (the
"Debentures"), which are convertible into shares of Common Stock of the
Company, par value $.01 per share (the "Common Stock") under the terms and
conditions specified in the Subscription Agreement and the Debenture.
2. Definitions. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:
"Exchange Act" - The Securities Exchange Act of 1934, as amended.
"Holders" - The Holders, together with their respective successors
and assigns.
"Person" - Any individual, partnership, company, joint venture,
corporation, trust, limited liability company, unincorporated organization or
government or any department or agency thereof.
"Registrable Securities" - Any shares of Common Stock issued or
issuable upon the conversion of the Debentures held by the Holders and any
shares of Common Stock which may be issued or distributed in respect of such
Common Stock by way of stock dividend or stock split or other distribution,
recapitalization or reclassification. As to any particular Registrable
Securities, once issued, such securities shall cease to be Registrable
Securities when (i) a registration statement with respect to the sale of such
Registrable Securities shall have become effective under the Securities Act and
such Registrable Securities shall have been disposed of in accordance with such
registration statement, (ii) they shall have been distributed to the public
pursuant to Rule 144 or 144A (or any successor provisions) under the Securities
Act, (iii) they shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent disposition of them shall not require
registration or qualification of them under the Securities Act or any state
securities or blue sky law then in force, or (iv) they shall have ceased to be
outstanding.
"Registration Expenses" - Any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation, (i) all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses of complying with securities or blue sky laws (including fees and
disbursements of counsel for the underwriters in connection with blue sky
qualifications of the Registrable Securities), (iii) all printing, messenger
and delivery expenses, (iv) all fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange pursuant
to clause (viii) of Section 5, (v) the fees and disbursements of counsel for
the Company and of its independent public accountants, including the expenses
of any special audits and/or "cold comfort" letters required by or incident to
such performance and compliance, and (vi) the reasonable fees and expenses of
any special experts retained in connection with the requested registration, but
excluding underwriting or broker discounts and selling commissions and transfer
taxes, if any.
"Securities Act" - The Securities Act of 1933, as amended.
"SEC" - The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.
3. Piggyback Registrations.
(i) Right to include Registrable Securities. If the
Company at any time after the date hereof and prior to the maturity date of the
Debentures proposes to register its Common Stock under the Securities Act
(other than a registration on Form S-4 or S-8 or any successor or other forms
promulgated for similar purposes), whether or not for sale for its own account,
pursuant to a registration statement on which it is permissible to register
Registrable Securities for sale to the public under the Securities Act, it will
each such time give written notice at least thirty (30) days prior to filing
any registration statement under the Securities Act to Holders of its intention
to do so and of such Holders' rights under this Section 3. Upon the written
request to register any Registrable Securities of Holders made within twenty
(20) days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by Holders), the Company will
use its best efforts to effect the registration under the Securities Act of all
Registrable Securities which the Company has been so requested to register by
Holders; provided, that (i) if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to proceed with the proposed registration
of the securities to be sold by it, the Company may, at its election, give
written notice of such determination to Holders and, thereupon, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration and (ii) if such registration involves an underwritten
offering, Holders must sell its Registrable Securities to the underwriters
selected by the Company on the same terms and conditions as apply to the
Company, with such differences, including any with respect to indemnification
and liability insurance, as may be customary or appropriate in combined primary
and secondary offerings. If a registration requested pursuant to this Section
3(a) involves an underwritten public offering, Holders may elect, in writing
prior to the effective date of the registration statement filed in connection
with such registration, not to register such securities in connection with such
registration.
(ii) Priority in Incidental Registrations. If a
registration pursuant to this Section 3 involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its good faith
opinion, the amount of securities requested to be included in such registration
exceeds the amount which can be sold in such offering, so as to be likely to
have a material adverse effect on such offering as contemplated by the Company
(including the price at which the Company proposes to sell such securities),
then the Company will include in such registration first, all securities
proposed by the Company to be sold for the Company's own account, second any
amount of other securities including the Registrable Securities requested to
be included in such registration by Holders ("Other Securities") of the Company
held by all other security holders which the Company has agreed to register
which, in the good faith opinion of such managing underwriter, can be sold
without causing a material adverse effect on the offering, with such amount of
Other Securities to be allocated pro rata among the Holders and such other
holders on the basis of the relative number of shares of Other Securities owned
by the Holders and such other holders.
(iii) Expenses. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section.
4. Demand Registrations.
(a) Long Form.
(i) Upon the written request of the Holders, the
Company will use its best efforts to cause such of the Registrable Securities
as may be requested by the Holders thereof to be registered under the
Securities Act as expeditiously as possible. If the Company determines to
include shares to be sold by it in any Registration Statement requested
pursuant to this Section 4(a), such Registration Statement shall be deemed to
have been a registration under Section 3 of this Agreement, and not a
registration under this Section 4(a), unless Holders are able to include in
such Registration Statement all of the Registrable Securities initially
requested for inclusion in such Registration Statement. The Company may
postpone for up to 180 days a demand registration under this Section 4(a) if
the Board of Directors of the Company reasonably and in good faith determines
that such filing would be materially detrimental to the Company or require a
disclosure of a material fact that might reasonably be expected to have a
material adverse effect on the Company or any plan or proposal by the Company
or any of its subsidiaries to engage in any transaction of assets or any
merger, consolidation, tender offer, or other significant transaction;
provided, however, that the Company may take such action pursuant to this final
sentence of this Section 4(a)(i) only one time in any eighteen (18) month
period.
(ii) If a requested registration involves an
underwritten public offering and the managing underwriter of such offering
determines in good faith that the number of securities sought to be offered
should be limited due to market conditions, then the number of securities to
be included in such underwritten public offering shall be reduced to a number
deemed satisfactory by such managing underwriter, provided that the securities
included shall be determined in the following order of priority: first, the
Registrable Securities of the Holders, and second, any other securities of the
Company which the managing underwriter agrees to include.
(iii) The obligations of the Company under this
Section 4(a) shall terminate after the Company has effected one (1)
registration under this Section 4.
(b) Short Form.
(i) In addition to the rights provided to the Holders
in Sections 3 and 4(a) above, at such time as the registration of Registrable
Securities under the Securities Act can be effected on Form S-3 (or any similar
form promulgated by the SEC which permits short form registration using
extensive incorporation by reference), the Company will so notify Holders.
Thereafter, upon the request of Holders, the Company will effect qualification
and registration under the Securities Act on said Form S-3 or other short form
registration of all or such portion of the Registrable Securities as the Holder
shall specify.
(ii) Notwithstanding Section 4(b)(i) above, the
Company shall not be obligated to effect any registration unless the aggregate
offering price of the Registrable Securities to be sold in any such
Registration Statement shall be estimated to be at least $500,000 or if the
Company, within 10 days of receipt of such request, delivers notice of its
intent to file a registration statement within 90 days. The Company shall not
be required to effect more than two (2) registrations pursuant to this Section
4(b) upon demand of the Holders.
(c) Right to Rescind. A requested registration under this
Section 4 may be rescinded by written notice to the Company prior to such
registration being declared effective by the SEC; provided, however, that such
rescinded registration shall not count as a registration for purposes of
Section 4(a)(iii) or Section 4(b)(ii) if the Company shall have been reimbursed
(pro rata by those requesting registration or in such other proportion as they
may agree) for all out-of-pocket expenses incurred by the Company in connection
with such rescinded registration.
(d) Expenses. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 4.
5. Shelf Registration.
(i) The Company shall file with the SEC, as soon as
reasonably practicable following the issuance of the first Debenture, but in
no event later than nine (9) months following the issuance of the first
Debenture, a registration statement in connection with the resale, pursuant to
open market or privately negotiated transactions, of the Registrable Securities
on a continuous basis pursuant to Rule 415 of the Securities Act (the "Shelf
Registration Statement"), which Shelf Registration Statement shall be in a form
that can be declared effective as soon as reasonably practicable after the
filing thereof. The Company shall use its reasonable best efforts to have the
staff of the SEC declare the Shelf Registration Statement effective as soon as
reasonably practicable following the filing thereof.
(ii) The Company shall use its best efforts to file such
Shelf Registration Statement and to keep such Shelf Registration Statement
continuously effective under the Securities Act until the date which is
eighteen (18) months from its effective date, or such shorter period ending
when all the Registrable Securities covered by such Shelf Registration
Statement have been sold in the manner set forth and as contemplated in the
Shelf Registration Statement.
(iii) The Company shall promptly supplement and amend
the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used for such registration
statement, if required by the Securities Act, or if reasonably requested by the
Holders or by any underwriter of the Registrable Securities registered
thereunder.
6. Registration Procedures. If and whenever the Company is
required to use its best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this Agreement,
the Company will, as expeditiously as possible:
(i) prepare and, in any event within 120 days after the
end of the period within which a request for registration may be given to the
Company, file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration
statement to become effective as promptly as possible; provided, however, that
the Company may discontinue any registration of its securities which is being
effected pursuant to Section 3 or delay any registration of its securities
which is being effected pursuant to Section 4 at anytime prior to the effective
date of the registration statement relating thereto;
(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period not in excess of 180 days and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided, however, that
before filing a registration statement or prospectus, or any amendments or
supplements thereto, the Company will if requested by the Holders furnish to
counsel of the Holders copies of all documents proposed to be filed, which
documents will be subject to the review of such counsel;
(iii) furnish to Holders such number of copies of such
registration statement and of each amendment and supplement thereto (in each
case including all exhibits), such number of copies of the prospectus included
in such registration statement (including each preliminary prospectus and
summary prospectus), in conformity with the requirements of the Securities Act,
and such other documents as Holders may reasonably request in order to
facilitate the disposition of the Registrable Securities by Holders;
(iv) use its best efforts to register or qualify such
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as Holders shall reasonably
request, and do any and all other acts and things which may be reasonably
necessary or advisable to enable Holders to consummate the disposition in such
jurisdictions of the Registrable Securities owned by Holders, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction where, but for the
requirements of this clause (iv), it would not be obligated to be so qualified,
to subject itself to taxation in any such jurisdiction, or to consent to
general service of process in any such jurisdiction;
(v) use its best efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the Holders to consummate the disposition of such Registrable
Securities;
(vi) notify Holders, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act within the
appropriate period mentioned in clause (ii) of this Section 6, of the Company's
becoming aware that the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of any such seller, prepare and furnish to such
seller a reasonable number of copies of an amended or supplemental prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing;
(vii) otherwise use its best efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than
eighteen months) after the effective date of the registration statement, an
earnings statement which shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations promulgated thereunder;
(viii) use its best efforts to list such Registrable
Securities on any securities exchange on which the Common Stock is then listed,
if such Registrable Securities are not already so listed and if such listing
is then permitted under the rules of such exchange, and to provide a transfer
agent and registrar for such Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;
(ix) enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions as
Holders or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities;
(x) make available for inspection by Holders, by any
underwriter participating in any disposition to be effected pursuant to such
registration statement and by any attorney, accountant or other agent retained
by Holders or any such underwriter, all pertinent financial and other records,
pertinent corporate documents and properties of the Company, and cause all of
the Company's officers, directors and employees to supply all information
reasonably requested by Holders, underwriter, attorney, accountant or agent in
connection with such registration statement;
(xi) notify the Holders and the Holders' counsel promptly
in writing (A) of any comments by the SEC with respect to any registration
statement or prospectus, or any request by the SEC for the amending or
supplementing thereof or for additional information with respect thereto, (B)
of the issuance by the SEC of any stop order suspending the effectiveness of
any registration statement or prospectus or any amendment or supplement thereto
or the initiation of any proceedings for the purpose and (C) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of such Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purposes;
(xii) use its best efforts to obtain from its
independent certified public accountants a "cold comfort" letter in customary
form and covering such matters of the type customarily covered by cold comfort
letters;
(xiii) use its best efforts to obtain, from its counsel,
an opinion or opinions in customary form (which shall also be addressed to the
Holders selling Registrable Securities in such registration);
(xiv) provide a transfer agent and registrar (which may
be the same entity and which may be the Company) for such Registrable
Securities; and
(xv) use its best efforts to take all other steps necessary
to effect the registration of such Registrable Securities contemplated hereby.
The Company may require each Holder to furnish the Company with such
information regarding Holder and pertinent to the disclosure requirements
relating to the registration and the distribution of such securities as the
Company may from time to time reasonably request in writing.
Holders agree that, upon receipt of any notice from the Company of
the happening of any event of the kind described in clause (vi) of this Section
6, Holders will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until Holders' receipt of the copies of the supplemented or amended prospectus
contemplated by clause (vi) of this Section 6, and, if so directed by the
Company, Holders will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies then in Holders' possession, of the
prospectus covering such Registrable Securities current at the time of receipt
of such notice. In the event the Company shall give any such notice, the period
mentioned in clause (ii) of this Section 6 shall be extended by the number of
days during the period from and including the date of the giving of such notice
pursuant to clause (vi) of this Section 6 and including the date when Holders
shall have received the copies of the supplemented or amended prospectus
contemplated by clause (vi) of this Section 6.
6. Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act pursuant
to Sections 3, 4 and 5 hereof, the Company will, and it hereby does, indemnify
and hold harmless Holders, each affiliate of Holders and their directors and
officers (and the partners, members, directors, officers, affiliates and
controlling Persons of each of the foregoing), each other Person who
participates as an underwriter in the offering or sale of such securities and
each other Person, if any, who controls Holders or any such underwriter within
the meaning of the Securities Act (collectively, the "Indemnified Parties"),
against any and all losses, claims, damages or liabilities, joint or several,
and expenses to which any such Indemnified Party may become subject under the
Securities Act, common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof, whether
or not such Indemnified Party is a party thereto) arise out of or are based
upon (a) any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, or (b)
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 the light of the circumstances then existing, and the Company will
reimburse, as incurred, such Indemnified Party for any legal or any other
expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
however, that the Company shall not be liable to any Indemnified Party in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement of material fact or omission or
alleged omission of material fact made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or summary
prospectus in reliance upon and in conformity with written information with
respect to Holders furnished to the Company by Holders specifically stating
that it is for use in the preparation thereof, nor shall the Company be liable
for any amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of Holders or any other Indemnified Party and shall survive the transfer of
such securities by Holders.
(b) Indemnification by Holders. In the event of any
registration of any securities of the Company under the Securities Act in
accordance with Section 6 herein, Holders shall indemnify and hold harmless (in
the same manner and to the same extent as set forth in subdivision (a) of this
Section 7) the Company, each of its directors, each of its officers who signed
the registration statement pursuant to which any shares of Holders are sold,
each person, if any, who controls the Company within the meaning of the
Securities Act, and all other prospective sellers or any underwriter, as the
case may be, with respect to any statement or alleged statement of material
fact in or omission or alleged omission of material fact from such registration
statement, any preliminary, final or summary prospectus contained therein, or
any amendment or supplement, if such statement or alleged statement or omission
or alleged omission was made in reliance upon and in conformity with written
information with respect to Holders or underwriter furnished to the Company by
Holders specifically stating that it is for use in the preparation of such
registration statement, preliminary, final or summary prospectus or amendment
or supplement, or a document incorporated by reference into any of the
foregoing; provided, however, that the liability of such indemnifying party
under this Section 7(b) shall be limited to the amount of net proceeds received
by such indemnifying party from the offering giving rise to such liability.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any of the prospective
sellers, or any of their respective affiliates, directors, officers or
controlling Persons and shall survive the transfer of such securities by
Holders.
(c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 7, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided, that the failure of the
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subdivisions of this
Section 7, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any such action is brought
against an indemnified party, unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party will be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party will not be liable to
such indemnified party for any legal or other expenses subsequently incurred
by the latter in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof, the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.
(d) Contribution. If the indemnification provided for in
this Section 7 shall for any reason be held by a court to be unavailable to an
indemnified party under paragraphs (a) or (b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, then, in lieu of
the amount paid or payable under paragraph (a) or (b) hereof, the indemnified
party and the indemnifying party under paragraph (a) or (b) hereof shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating
the same), (i) in such proportion as is appropriate to reflect the relative
fault of the Company and the Holders that resulted in such loss, claim, damage
or liability, or action in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage, liability, or action in
respect thereof, as well as any other relevant equitable consideration or (ii)
if the allocation provided by such clause (i) above is not permitted by
applicable law, in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and Holders from the offering of such
securities covered by such registration statement. 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; provided, however, that the
contribution of Holders under this Section 7(d) shall be limited to the amount
of net proceeds received by Holders from the offering giving rise to such
contribution. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or claim
effected without such Person's consent, which consent shall not be unreasonably
withheld.
(e) Indemnification Payments. The indemnification
required by this Section 6 shall be effected by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.
7. Rule 144: The Company covenants that it will make all
required filings with the SEC on a timely basis and will take all action as
Holders may reasonably request, all to the extent required from time to time
to enable Holders to sell shares of Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
(i) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.
Upon the request of Holders, the Company will deliver to Holders a written
statement as to whether it has complied with such requirements at any time
after 90 days after the effective date of the first Registration Statement
filed by the company for an offering of its securities to the general public.
8. Miscellaneous.
(i) Amendments and Waivers. This Agreement may only
amended by written instrument executed by all parties. A waiver by any party
of a breach of any term of this Agreement shall only be effective if such
waiver is in writing and signed by the party waiving the breach.
(ii) Assignment. Notwithstanding anything herein to the
contrary, the registration rights of Holders under Sections 3 and 4 hereof may
be assigned only to a party who acquires at least 10% of the Debentures
outstanding as of the date of this Agreement or an equivalent number (on an as-
converted basis) of Registrable Securities issued upon conversion thereof,
unless the transfer is to a person that directly, or indirectly through
intermediaries, controls, or is controlled by, or is under common control with,
the Holders, which shall be a permitted transfer regardless of the number of
shares being transferred; provided, however, that no party may be assigned any
of the foregoing rights unless the Company is given written notice by the
assigning party at the time of such assignment stating the name and address of
the assignee and identifying the securities of the Company as to which the
rights in question are being assigned; and provided, further, that any such
assignee shall receive such assigned rights subject to all the terms and
conditions of this Agreement.
(iii) Successors, Assigns and Transferees. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns.
(iv) Notices. All notices and other communications
provided for hereunder shall be in writing and shall be sent by first class
mail, telex, nationally recognized overnight courier, telecopier or hand
delivery:
If to the Company:
Jackpot Enterprises, Inc.
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Fax No.:
Attention:
With a copy (which
shall not
constitute notice)
to:
Camhy Karlinsky & Xxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Fax No.: (000) 000-0000
Attention: Xxxx X. Annex, Esq.
If to the Holders:
To the address set forth under
the signature block of such
Purchaser set forth on the
signature pages attached hereto
All such notices and communications shall be deemed to have been
given or made (1) when delivered, if delivered by hand, (2) five business days
after being deposited in the mail, postage prepaid, (3) when telecopied,
receipt acknowledged, or (5) one business day after being deposited with a
national overnight courier.
(v) Descriptive Headings. The headings in this Agreement
are for the convenience of reference only and shall not limit or otherwise
affect the meaning of terms contained herein.
(vi) Severability. In the event that any one or more of
the provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision, paragraph, word clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, causes, phrases or sentences thereof shall not be in any way impaired,
it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.
(vii) Counterparts. This Agreement may be executed in
counterparts, by facsimile, and by different parties on separate counterparts,
each of which shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument, and it shall not be necessary
in making proof of the Agreement to produce or account for more than one such
counterpart.
(viii) Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New
York applicable to contracts made and to be performed therein. The parties to
this Agreement hereby agree to submit to the jurisdiction of the courts of the
State of New York in any action or proceeding arising out of or relating to
this Agreement.
(ix) Specific Performance. The parties hereto acknowledge
and agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, it is agreed that they
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court of competent jurisdiction in the United States
or any state thereof, in addition to any other remedy to which they may be
entitled at law or equity.
(x) No Conflict of Rights. The Company represents and
warrants to the Holders that the registration rights granted to the Holders
hereby do not conflict with any other registration rights granted by the
Company. The Company shall not, after the date hereof, grant any registration
rights which conflict with or impair, or have any priority over, the
registration rights granted hereby. In any underwritten public offering
initiated pursuant to Section 4, the managing underwriter shall be a nationally
recognized investment banking firm selected by the Company and reasonably
acceptable to the Holders.
(xi) Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior arrangements or understandings with respect hereto.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be executed on its behalf as of the date first written above.
JACKPOT ENTERPRISES, INC.
By:
Name:
Title:
XXXXXXX GLOBAL EQUITY PARTNERS, L.P.
By:
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Address for Notice:
c/o GGEP Investments, L.L.C.
000 Xxxxx Xxxxx Xxxx
Xxx Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
With a copy to:
Xxxxxxx Global Equity Capital, L.L.C.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 00000
Fax No.: (000) 000-0000
Attention:
With a copy to:
Xxxxx Xxxxx & Xxxxx
0000 Xxxxxxxx
Xxx Xxxx, X.X. 00000-0000
Fax No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
XXXXXXX GLOBAL EQUITY PARTNERS
(BERMUDA), L.P.
By:
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Authorized Signatory
Address for Notice:
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
P.O. Box 666
Xxxxxxxx, XX EX
Bermuda
Fax No.: (000) 000-0000
Attention: Xxxxx Xxxxxx
With a copy to:
Xxxxxxx Global Equity Capital, L.L.C.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 00000
Fax No.: (000) 000-0000
Attention:
With a copy to:
Xxxxx Xxxxx & Xxxxx
0000 Xxxxxxxx
Xxx Xxxx, X.X. 00000-0000
Fax No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
______________________________________
XXXXX XXXXXX
Address for Notice:
x/x Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx, X.X.X.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, X.X. 00000
Fax No.: (000) 000-0000
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
ZBBF-J-NET ENTERPRISES (a California
partnership)
By:
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Partner
Address for Notice:
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
THE XXXXX XXXXXX TRUST
Address for Notice:
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx
Xxxxxxxxxx, 00000
By:
Name: Xxxxx Xxxxxx
Title: Trustee
Address for Notice:
00 Xxxxxxx Xxx
Xxxx Xxxxx, Xxxxxxx 00000
_____________________________________
XXXXX XXXXXX
Address for Notice:
00 Xxxxxxx Xxx
Xxxx Xxxxx, Xxxxxxx 00000
_____________________________________
MARC & XXXX XXXXXXXXXXX
Address for Notice:
0000 Xxxxxxxxx Xxxxx, X-0
Xxxxxx, Xxxxxxx 00000
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
THE XXXX X. XXXXXXXXXXX LIVING TRUST
By:___________________________________
Name:
Title:
Address for Notice:
0000 Xxxxxxxxx Xxxxx, X-0
Xxxxxx, Xxxxxxx 00000
______________________________________
XXXXX X. XXXXXXXXXXX
Address for Notice:
0000 Xxxxxxxxx Xxxxx, X-0
Xxxxxx, Xxxxxxx 00000
______________________________________
XXXXX X. XXXXXXXXXXX
Address for Notice:
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
THE XXXX X. XXXXXXXXXXX GST EXEMPT TRUST
By:___________________________________
Name:
Title:
Address for Notice:
0000 Xxxxxxxxx Xxxxx, X-0
Xxxxxx, Xxxxxxx 00000
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
THE XXXXX & XXXX XXXXXX TRUST
By:___________________________________
Name:
Title:
Address for Notice:
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
_____________________________________
XXXX X. XXXXXX
Address for Notice:
000 Xxxxx Xxxxxxxx Xxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
_____________________________________
XXXXXXX XXXXXX
Address for Notice:
000 Xxxxx Xxxxxxxx Xxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
M LIMITED LIABILITY COMPANY
By:___________________________________
Name:
Title:
Address for Notice:
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
______________________________________
XXXXX XXXXXXX
Address for Notice:
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
______________________________________
XXXXX X. XXXXXXXX, III
Address for Notice:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXXXXXX-3, LLC
By:___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Member
Address for Notice:
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000
ALEXANDER ENTERPRISE HOLDINGS CORP.
By:__________________________________
Name:
Title:
Address for Notice:
Xxxxxx Xxxxx, Palace Road
Douglas,
Isle of Man
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
______________________________________
XXXXX X. XXXXXXX
Address for Notice:
0000 Xxxxxxxxx Xxxxx, X.X. Xxx 0000
Xxxxxx, Xxxxxxx 00000
XXXXXXX BROTHERS HOLDINGS, LLC
By:___________________________________
Xxxx Xxxxxxx
Managing Member
Address for Notice:
c/o Data Broadcasting Corporation
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
______________________________________
XXXX X. XXXXX
Address for Notice:
0000 X. Xxxxxx Xxxxx Xxxxxx
XxXxxxxx, Xxxxx 00000
______________________________________
XXXXXX X. XXXXX
Address for Notice:
0000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
