FORM OF IRREVOCABLE PROXY AND VOTING AGREEMENT
IRREVOCABLE PROXY AND VOTING AGREEMENT
March 10, 1999
International Game Technology
0000 Xxxxxxxxx Xxxxx
Xxxx, Xxxxxx 00000
Attn: Xxxxx XxXxx
Re: Agreement of Significant Stockholders Concerning Transfer and Voting
of Shares of Sodak Gaming, Inc.
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I understand that you and Sodak Gaming, Inc. (the "Company"), of which the
undersigned is a significant stockholder, are prepared to enter into an
agreement for the merger of the Company with and into a wholly-owned subsidiary
("Sub") of Parent, but that you have conditioned your willingness to proceed
with such agreement (the "Agreement") upon your receipt from me of assurances
satisfactory to you of my support of and commitment to the Merger. I am familiar
with the Agreement and the terms and conditions of the Merger, as approved by
the board of directors of the Company. Terms used but not otherwise defined
herein shall have the same meanings as are given them in the Agreement. In order
to evidence such commitment and to induce you to enter into the Agreement, I
hereby represent and warrant to you and agree with you as follows:
1. Voting. I will vote or cause to be voted all shares of capital stock of
the Company owned of record or beneficially owned or held in any capacity by me
or under my control, by proxy or otherwise, in favor of the Merger and other
transactions provided for in or contemplated by the Agreement and against any
inconsistent proposals or transactions. I hereby revoke any other proxy granted
by me and irrevocably appoint you, during the term of this letter agreement, as
proxy for and on behalf of me to vote (including, without limitation, the taking
of action by written consent) such shares, for me and in my name, place and
xxxxx for the matters and in the manner contemplated by this Section 1. This
proxy is irrevocable.
2. Ownership. As of the date hereof, my only ownership of, or interest in,
equity securities of the Company, including proxies granted to me, consists
solely of the interests described in Schedule 1 attached hereto (collectively,
the "Shares").
3. Restriction on Transfer. I will not sell, transfer, pledge or otherwise
dispose of any of the Shares or any interest therein (including the granting of
a proxy to any person) or agree to sell, transfer, pledge or otherwise dispose
of any of the Shares or any interest therein prior to the Merger, without your
express written consent. Any transferee of the Shares must, as a condition to
receipt of such Shares, agree to bound by the terms hereof.
4. Share Legend. At your request, the following legend shall be placed on
the certificates for the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT DATED
MARCH 9, 1999 BETWEEN THE REGISTERED HOLDER HEREOF AND
INTERNATIONAL GAME TECHNOLOGY, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF
INTERNATIONAL GAME TECHNOLOGY.
5. No Solicitation. From the date hereof until the termination hereof, I
will not, directly or indirectly, (i) take any action to solicit, initiate or
encourage any Takeover Proposal or (ii) engage in negotiations or discussions
with, or disclose any nonpublic information relating to the Company or any
subsidiary of the Company to, or otherwise assist, facilitate or encourage, any
person (other than Parent and Sub) that may be considering making, or has made,
a Takeover Proposal. I will notify Sub within 24 hours after receipt by me of
any Takeover Proposal or any indication that any such third party is considering
making a Takeover Proposal or any request for nonpublic information relating to
the Company or any subsidiary of the Company or for access to the properties,
books or records of the Company or any such subsidiary by any such third party
that may be considering making, or has made, a Takeover Proposal. The foregoing
provisions of this Section 5 shall not be construed to limit actions taken, or
to require actions to be taken, by me that are required or restricted by my
fiduciary duties or my employment duties, or permitted by the Agreement, and
that, in each case, are undertaken solely in my capacity as a director or
officer of the Company.
6. Acknowledgement; Waiver of Claims. The undersigned acknowledges that you
requested the undersigned and three other stockholders of the Company to provide
the agreements contained in this letter agreement and to agree, if required by
you, and subject to the receipt of all necessary Gaming Approvals, to purchase
the Company's interest in, and to assume the Company's obligations under, the
Louisiana Joint Venture Agreements in accordance with Section 5.4(a)(iii) of the
Agreement. [The undersigned hereby agrees, if required by you, to purchase the
Company's interest in, and to assume the Company's obligations under, the
Louisiana Joint Venture Agreements (either directly or through the purchase of
the Company's interests in Sodak Louisiana, L.L.C.) in accordance with Section
5.4(a)(iii) of the Agreement.] [The undersigned hereby declines to grant to you
the right to require the undersigned to purchase the Company's interest in, and
to assume the Company's obligations under, the Louisiana Joint Venture
Agreements in accordance with Section 5.4(a)(iii) of the Agreement.] The
undersigned shall have no claims, and expressly waives any claim, direct or
indirect, derivative or other, against you, the Company or any such other
stockholders arising out of, related to or based upon the request for such
assurances or agreement, the grant or declination by any stockholder of such
requests, any exercise of your rights under such Section 5.4(a)(iii) and the
transfer resulting therefrom or the consummation of the transactions
contemplated by the Agreement.
7. Effective Date; Succession; Remedies; Termination. Upon your acceptance
and execution of the Agreement, this letter agreement shall mutually bind and
benefit you and me, any of our heirs, successors and assigns and any of your
successors. You will not assign the benefit of this letter agreement other than
to a wholly-owned subsidiary. I agree that in light of the inadequacy of damages
as a remedy, specific performance shall be available to you, in addition to any
other remedies you may have for the violation of this letter agreement. This
letter agreement (including the proxy granted herein) shall terminate on the
earlier of (i) termination of the Agreement and (ii) December 31, 1999, or such
later date, if any, to which Parent and the Company agree to extend the date
specified in Section 7.1(e) of the Agreement. The provisions of Section 6 shall
survive any such termination and shall be for the benefit of you, the Company
and the other stockholders referred to in Section 6.
8. Nature of Holdings; Shares. All references herein to our holdings of the
Shares shall be deemed to include Shares held or controlled by the undersigned,
individually, jointly, or in any other capacity, and shall extend to any
securities issued to the undersigned in respect of the Shares.
[SIGNIFICANT STOCKHOLDER]:
____________________________________
Name: ______________________________
AGREED:
INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation
By: _______________________________
Name: _____________________________
Its: _______________________________
SCHEDULE 1
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Class Number of Shares Record Owner Beneficial Owner Proxy Holder
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