THIRD AMENDMENT TO AGREEMENT
Exhibit
10.1
This
Third Amendment to Agreement (this “Amendment”) is made
and entered into to be effective as of August 29, 2008, by and among Las Vegas
Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada
corporation (“IGT”).
WHEREAS,
the Company and IGT are party to the Agreement dated July 17, 2008 (the “Original Agreement”),
as amended by the First Amendment to Agreement dated August 15, 2008 and the
Second Amendment to Agreement executed on August 21, 2008 to be effective as of
August 15, 2008 (together with the Original Agreement, the “Agreement”), pursuant
to which IGT advanced $1,500,000 to the Company; and
WHEREAS,
the Company and IGT desire to further amend the Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, the parties hereto agree as
follows:
1. Defined
Terms. All capitalized terms in this Amendment not otherwise
defined herein have the meaning ascribed to such terms in the
Agreement. Unless otherwise specified, all section references in this
Amendment refer to sections of the Agreement.
2. Amendments. The
Company and IGT agree to amend the Agreement as follows:
a. Finalization of
Terms. Section 2(i) of the
Agreement is hereby amended by deleting the first two sentences of such Section
as they currently appear in the Agreement in their entirety and replacing such
sentences with the following:
“In the
event that IGT and the Company do not execute definitive agreements concerning
the Settlement by September 10, 2008, then on October 30, 2008 (a) the Company
will issue to IGT 750,000 shares of its common stock, par value $.001 per share,
such shares to be duly authorized and validly issued and evidenced by a duly and
validly executed share certificate delivered to IGT on such date, and (b) IGT
will have the rights set forth below. If at any time after September
10, 2008, the Company determines to take any action to license or otherwise
dispose of any interest in any or all patents owned or controlled by the Company
that have one or more claims covering the Company’s PlayerVision-related
hardware and firmware (“PVT”) based on the Company’s
currently existing technology and patent pool, the Company will first undertake
good faith negotiations to enter into an exclusive license with IGT or its
designated affiliate on commercially reasonable terms.”
b. Exclusivity. Section 11 of the
Agreement is hereby amended by deleting the first sentence of such Section as it
currently appears in the Agreement in its entirety and replacing such first
sentence with the following:
“Except
as provided below with respect to the Xxxxxx Media, LLC transaction, the Company
hereby covenants and agrees that prior to September 10, 2008 (a) it will not,
and will not permit any of its Affiliates (as defined below) to, initiate,
solicit or encourage (including by way of furnishing information or assistance),
or take any other action to facilitate, any inquiries or the making of any
proposal relating to, or that may reasonably be expected to lead to, any
Competing Transaction (as defined below), or enter into discussions or negotiate
with any Person (as defined below) in furtherance of such inquiries or to obtain
a Competing Transaction, or endorse or agree to endorse any Competing
Transaction, or authorize or permit any of the directors, managers, officers or
employees of the Company or any investment banker, financial advisor, attorney,
accountant or other representative retained by any member of the Company or any
Affiliate of any member of the Company to take any such action; and (b) the
Company will promptly notify IGT of all relevant terms of any such inquiries and
proposals received by any member of the Company, any Affiliate of any member of
the Company or any such director, manager, officer, employee, investment banker,
financial advisor, attorney, accountant or other representative relating to any
of such matters, and if such inquiry or proposal is in writing, the Company will
promptly deliver or cause to be delivered to IGT a copy of such inquiry or
proposal.”
3. Continuation of the
Agreement. Except as otherwise expressly set forth herein, all
other terms and conditions of the Agreement remain in full force and effect
without modification.
4. Governing Law;
Jurisdiction. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.
5. Counterparts. This
Amendment may be executed in any number of counterparts, each of which will be
deemed to be an original, but all of which, when taken together, will constitute
one and the same instrument.
6. Invalidity. In
the event that any one or more of the provisions contained in this Amendment or
in any other instrument referred to herein is, for any reason, held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability will not
affect any other provision of this Amendment or any other such
instrument.
7. Interpretation. The
headings contained in this Amendment are for ease of reference only and shall
not affect the meaning or interpretation of this Amendment.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AMENDMENT TO
BE
DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST
ABOVE
WRITTEN.
LAS VEGAS
GAMING, INC.
By: /s/ Xxx
Xxxxxxx
Name:
Xxx
Xxxxxxx
Title:
CEO
IGT
By: /s/ Xxxx
Xxxxxxxxx
Name:
Xxxx
Xxxxxxxxx
Title:
Exec. Dir. Corp.
Strategy
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