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EXHIBIT 99.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 9, 1997 (this
"Agreement"), is made by and among Innovative Gaming Corporation of
America, a Minnesota corporation (the "Company"), and the person named
on the signature page hereto (the "Initial Investor").
WITNESSETH:
WHEREAS, in connection with the Subscription Agreement, dated
as of April 9, 1997, between the Initial Investor and the Company
(the "Subscription Agreement"), the Company has agreed, upon the
terms and subject to the conditions of the Subscription Agreement,
to issue and sell to the Initial Investor shares of Series A
Convertible Preferred Stock (the "Shares"), convertible into
shares of Common Stock, $.01 par value (the "Common Stock"); and
WHEREAS, to induce the Initial Investor to execute and
deliver the Subscription Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "Securities Act"),
with respect to the Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Initial Investor hereby agree as
follows:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have
the following meanings:
(i) "Investor" means the Initial Investor and any transferee
or assignee who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 hereof.
(ii) "register," "registered," and "registration"
refer to a registration effected by preparing and filing a
Registration Statement or Statements in compliance with the
Securities Act on such appropriate registration form promulgated
by the Commission as shall be selected by the Company and the
declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and
Exchange Commission ("SEC").
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(iii) "Registrable Securities" means the Common Stock
issuable upon conversion of the Shares.
(iv) "Registration Statement" means a registration statement
under the Securities Act registering securities of the Company.
(b) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the
Subscription Agreement.
2. REGISTRATION.
(a) REGISTRATION. The Company shall prepare and file a
shelf- Registration Statement covering the issuance of Registrable
Securities (the "Registration Statement") with the SEC pursuant to
Rule 415 of the Securities Act within ten (10) business days after
the closing of the purchase of the Shares pursuant to the
Subscription Agreement (the "Closing"), provided that the Company
shall not be obligated to make any such filing before April 10,
1997. As part of such Registration Statement, the Company may
include up to 200,000 additional shares of Common Stock registered
on behalf of the Company or the holders of such additional shares.
(b) PAYMENTS BY THE COMPANY. The Company will use its best
efforts to have the Registration Statement become effective with
the SEC no later than 90 days from the closing of the purchase of
the Preferred Shares (the "Closing"). If the Registration
Statement covering the Registrable Securities is not effective
within 120 days after the closing, then the Company will make
payments to each holder of Registrable Securities (each, a
"Holder") in such amounts and at such times as shall be determined
pursuant to this Section 2(b). The amount to be paid by the
Company to the Holders shall be determined as of each Computation
Date, and such amount shall be equal to (1) in the case of the
first Computation Date, two percent (2%) and (2) in the case of
each other Computation Date, three percent (3%), in each case of
the aggregate subscription price paid by the Investor for the
Shares pursuant to the Subscription Agreement (the "Periodic
Amount"); provided, however, that if any Computation Date is less
than 30 days subsequent to another Computation Date, then the
Periodic Amount payable on the later Computation Date shall be
prorated. The Periodic Amount shall be divided among all the
Holders in the same proportion as each Holder's Registrable
Securities bears to the total of the outstanding Registrable
Securities. The Periodic Amount shall be paid by the Company
within ten business days after each Computation Date and shall be
payable in cash; provided, however, that the Company may elect in
lieu of payment of any Periodic Amount in cash to deliver to the
Investor shares of Common Stock having an Aggregate Market Value
equal to the amount of the Periodic Amount if, but only if, (1)
such shares are freely tradable by the Investor
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without any restriction under the Securities Act or any state
securities or "blue sky" law and (2) after the issuance of such
shares to Holder, the aggregate number of shares of Common Stock
beneficially owned by the Holder (determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) would not exceed 4.9% of the outstanding
shares of Common Stock.
As used in this Section 2(b), the following terms shall have
the following meanings:
"Aggregate Market Value" of any shares of Common Stock as of
any Computation Date means the product obtained by multiplying (a)
such number of shares of Common Stock times (b) the Average Market
Price of the Common Stock for the Measurement Period for such
Computation Date.
"Average Market Price" of any security for any period shall
be computed as the average closing price of the shares over the
Measurement Period.
"Computation Date" means the date which is 150 days after the
Closing and each 30 days thereafter for the purposes of this
Section 2(b).
"Measurement Period" means the period of ten consecutive
trading days for the Common Stock ending on (or on the last
trading day preceding) each Computation Date.
3. OBLIGATIONS OF THE COMPANY. In connection with the
registration of the Registrable Securities, the Company shall:
(a) prepare promptly and file with the SEC promptly (but in
no event later than 10 business days) after the Closing, a
Registration Statement or Statements with respect to all
Registrable Securities pursuant to Rule 415 under the Securities
Act, and thereafter use its best efforts to cause the Registration
Statement to become effective within 90 days. The Company shall
keep the Registration Statement effective pursuant to Rule 415 at
all times until the earlier of (1) the Registerable Securities
have been disposed thereunder or (2) eleven months from the date
the Registration Statement is declared effective (or the aggregate
period of eleven months of effectiveness in the event that the
effectiveness of such Registration Statement is temporarily
suspended (the "Registration Period"). In any case, the
Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) filed by the Company
shall not contain any 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, (in case of a prospect
in light of the circumstances in which
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they were made), not misleading; provided, however, that if at any
time the Investors shall be entitled to sell all Registrable
Securities held by them pursuant to Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Investors to sell securities of the
Company to the public without registration and without imposing
restrictions arising under the federal securities laws on the
purchases thereof in a period of three consecutive months, then the
Company shall, so long as it meets the current public information
requirements of Rule 144, thereafter no longer be required to
maintain the registration of Registrable Securities pursuant to this
Agreement;
(b) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with the
Registration Statement as may be necessary to keep the
Registration Statement effective at all times through the
Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company covered by the
Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement or prospectus supplement;
(c) prepare promptly and file all necessary documents
relating to the Registration Securities with State gaming
authorities whose consent or approval of the Registration
Statement is required.
(d) furnish to each Investor whose Registrable Securities are
included in the Registration Statement, such number of copies of a
prospectus, including a preliminary prospectus, and all amendments
and supplements thereto and such other documents as such Investor
may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Investor;
(e) use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under
such other securities or blue sky laws of such jurisdictions as
the Investors who hold a majority in interest of the Registrable
Securities being offered reasonably request, (ii) prepare and
file in those jurisdictions such amendments (including
post-effective amendments) and supplements, (iii) take such other
actions as may be necessary to maintain such registrations and
qualifications in effect at all times through the Registration
Period and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (I)
qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (II)
subject itself to general taxation in
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any such jurisdiction, (III) file a general consent to
service of process in any such jurisdiction, (IV) provide any
undertakings that cause more than nominal expense or burden to the
Company or (V) make any change in its charter or bylaws;
(f) as promptly as practicable after becoming aware of such
event, notify each Investor who holds Registrable Securities being
sold pursuant to such registration of the happening of any event
of which the Company has knowledge, as a result of which the
prospectus included in the 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, in light of the
circumstances under which they were made, not misleading, and use
its best efforts promptly to prepare a supplement or amendment to
the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or
amendment to each Investor as such Investor may reasonably
request;
(g) as promptly as practicable after becoming aware of such
event, notify each Investor who holds Registrable Securities being
sold pursuant to such registration (or, in the event of an
underwritten offering, the managing underwriters) of the issuance
by the SEC of any stop order or other suspension of effectiveness
of the Registration Statement at the earliest possible time;
(h) permit a single firm of counsel designated as selling
stockholders' counsel by the Investors who hold a majority in
interest of the Registrable Securities being sold pursuant to such
registration to review the Registration Statement and all
amendments and supplements thereto a reasonable period of time
prior to their filing with the SEC, and shall not file any
document in a form to which such counsel reasonably objects;
(j) use its best efforts either to (i) cause all the
Registrable Securities covered by the Registration Statement to be
listed on a national securities exchange and on each additional
national securities exchange on which similar securities issued by
the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such
exchange or (ii) secure designation of all the Registrable
Securities covered by the Registration Statement as a National
Association of Securities Dealers Automated Quotations System
("Nasdaq") "national market system security" within the meaning of
Rule 11Aa2-1 of the SEC under the Exchange Act and the quotation
of the Registrable Securities on the Nasdaq National Market System
or, if, despite the Company's best efforts to satisfy the
preceding clause (i) or (ii), the Company is unsuccessful in
satisfying the preceding clause (i) or (ii), to secure listing on
a national securities exchange or Nasdaq authorization and
quotation for such Registrable Securities and, without limiting
the generality of the foregoing, to arrange for at least two
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market makers to register with the National Association of
Securities Dealers, Inc. ("NASD") as such with respect to such
Registrable Securities;
(k) provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities not later than the
effective date of the Registration Statement;
(l) cooperate with the Investors who hold Registrable
Securities being sold to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be sold pursuant to the
denominations or amounts as the case may be, and registered in
such names as the Investors may reasonably request; and
(m) take all other reasonable actions necessary to expedite
and facilitate disposition by the Investor of the Registrable
Securities pursuant to the Registration Statement;
4. OBLIGATIONS OF THE INVESTORS. In connection with the
registration of the Registrable Securities, the Investors shall
have the following obligations:
(a) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Agreement with
respect to each Investor that such Investor shall furnish to the
Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of
the Registrable Securities held by it as shall be reasonably
required to effect the registration of the Registrable Securities
and shall execute such documents in connection with such
registration as the Company may reasonably request. At least ten
(10) business days prior to the first anticipated filing date of
the Registration Statement, the Company may notify each Investor
of the information the Company requires from each such Investor
(the "Requested Information"). If within five (5) business days
prior to the filing date the Company has requested and not
received the Requested Information from an Investor (a
"Non-Responsive Investor"), then the Company may file the
Registration Statement without including Registrable Securities of
such Non-Responsive Investor;
(b) Each Investor by such Investor's acceptance of the
Registrable Securities agrees to cooperate with the Company as
reasonably requested by the Company in connection with the
preparation and filing of the Registration Statement hereunder;
(c) Each Investor agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind
described in Section 3(f) such Investor will immediately
discontinue disposition of Registrable Securities pursuant
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to the Registration Statement covering such Registrable
Securities until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) and,
if so directed by the Company, such Investor shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of destruction) all copies in such
Investor's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice; and
5. EXPENSES OF REGISTRATION. All expenses (other than fees
and expenses of investment bankers and other than brokerage
commissions) incurred in connection with registrations, filings or
qualifications pursuant to Section 3, including, without
limitation, all registration, listing and qualifications fees,
printers and accounting fees and the fees and disbursements of
counsel for the Company, shall be borne by the Company; provided,
however, that the Investors shall bear the fees and out-of-pocket
expenses of its legal counsel and accountants and agents selected
by it.
6. INDEMNIFICATION. In the event any Registrable Securities
are included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Investor who holds such
Registrable Securities, the directors, if any, of such Investor,
the officers, if any, of such Investor, each person, if any, who
controls any Investor within the meaning of the Securities Act or
the Exchange Act, (each, an "Indemnified Person"),
against any losses, claims, damages, expenses or liabilities
(joint or several) (collectively "Claims") to which any of them
become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of
or are based upon any of the following statements, omissions or
violations in the Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective
amendment thereof or 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, (ii) any untrue
statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act or any state
securities law or
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any rule or regulation (the matters in the foregoing clauses
(i) through (iv) being, collectively, "Violations"). Subject to the
restrictions set forth in Section 6 (d) with respect to the number of
legal counsel, the Company shall reimburse the Investors promptly as
such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement
contained in this Section 6(a) (I) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by
any Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment
thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(d) hereof; (II) with
respect to any preliminary prospectus, shall not inure to the benefit
of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or
to the benefit of any person controlling such person) if the untrue
statement or omission of material fact contained in the preliminary
prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the
Company pursuant to Section 3(d) hereof; and (III) shall not apply to
amounts paid in settlement of any Claim if such settlement is
effected without the prior written 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 the Indemnified Persons and shall survive the
transfer of the Registrable Securities by the Investors pursuant to
Section 9.
(b) In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to indemnify
and hold harmless, to the same extent and in the same manner set
forth in Section 6(a), the Company, each of its directors, each of
its officers who signs the Registration Statement, each person, if
any, who controls the Company within the meaning of the Securities
Act or the Exchange Act, and any other stockholder selling
securities pursuant to the Registration Statement or any of its
directors or officers or any person who controls such stockholder
within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an
"Indemnified Party"), against any Claim to which any of them may
become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon
any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement;
and such Investor will promptly reimburse any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that
the indemnity agreement contained in this Section 6(b) shall not
apply to amounts paid
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in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which consent
shall not be unreasonably withheld; provided, further, however, that
the Investor shall be liable under this Section 6(b) for only that
amount of a Claim as does not exceed the net proceeds to such Investor
as a result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9. Notwithstanding
anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any
preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected on a timely
basis in the prospectus, as then amended or supplemented.
(c) The Company shall be entitled to receive indemnities from
selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same
extent as provided above, with respect to information such persons
so furnished in writing by such persons expressly for inclusion in the
Registration Statement.
(d) Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the
commencement of any action (including any governmental action),
such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof and this indemnifying party shall have
the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying parties;
provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and
expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and other
party represented by such counsel in such proceeding. The Company
shall pay for only one separate legal counsel for the Investors;
such legal counsel shall be selected by the Investors holding a
majority in interest of the Registrable Securities. The failure to
deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6,
except to the extent that the indemnifying party is prejudiced in
its ability to defend
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such action. The indemnification required by this Section 6 shall be
made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.
7. CONTRIBUTION. To the extent any indemnification provided
for herein is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that (a)
no contribution shall be made under circumstances where the maker
would not have been liable for indemnification under the fault
standards set forth in Section 6, (b) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any seller of Registrable Securities who was
not guilty of such fraudulent misrepresentation and (c)
contribution by any seller of Registrable Securities shall be
limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.
8. REPORTS UNDER EXCHANGE ACT. With a view to making
available to the Investors the benefits of Rule 144 or any other
similar rule or regulation of the SEC that may at any time permit
the Investors to sell securities of the Company to the public
without registration, until such time as the Investors have sold
all the Registrable Securities pursuant to a Registration
Statement or Rule 144, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144;
(b) file with the SEC all reports and other documents
required of the Company under the Securities Act and the Exchange
Act; and
(c) furnish to each Investor so long as such Investor owns
Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the
Company and (iii) such other information as may be reasonably
requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration.
9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have
the Company register Registrable Securities pursuant to this
Agreement shall be automatically assigned by the Investors to
transferees or assignees of all or any portion of such securities
only if: (a) the Company is, within a reasonable time
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after such transfer or assignment, furnished with written
notice of (i) the name and address of such transferee or assignee and
(ii) the securities with respect to which such registration rights
are being transferred or assigned, (b) immediately following such
transfer or assignment the further disposition of such securities by
the transferee or assignee is restricted under the Securities Act and
applicable state securities laws, (c) at or before the time the
Company received the written notice contemplated by clause (a) of
this sentence the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein, and
(d) such transfers of Registered Securities complies with the
Subscription Agreement.
10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the
Company and Investors who hold a majority in interest of the
Registrable Securities. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the
Company.
11. THIRD PARTY BENEFICIARY. The parties acknowledge and
agree that LG Partners, Inc. ("LG Partners") shall be deemed a
third party beneficiary of the Company's agreements and
representations set forth in this Agreement, entitled to enforce
the terms thereof, and to indemnification for any damages
resulting to LG Partners from any actual or threatened breach
thereof by the Company, both in LG Partners' personal capacity
and, should LG Partners so elect, on behalf of the Investor.
12. MISCELLANEOUS.
(a) A person or entity is deemed to be a holder of
Registrable Securities whenever such person or entity owns of
record such Registrable Securities. If the Company receives
conflicting instructions, notices or elections from two or more
persons or entities with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such
Registrable Securities.
(b) Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given when
personally delivered or when sent by registered mail, return
receipt requested, addressed (i) if to the Company, at Innovative
Gaming Corporation of America, 0000 Xxxxx Xxxxxx, Xxxx, Xxxxxx,
00000, Attention: Xxxxx X. Xxxxxxxxxx, Chief Financial Officer
(ii) if to the Initial Investor, at the address set forth under
its name in the Subscription Agreement and (iii) if to any other
Investor, at such address as such Investor shall
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have provided in writing to the Company, or at such other
address as each such party furnishes by notice given in accordance
with this Section 12(b), and shall be effective, when personally
delivered, upon receipt, and when so sent by certified mail, four
business days after deposit with the United States Postal Service.
(c) Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver
thereof.
(d) This Agreement shall be enforced, governed by and
construed in accordance with the laws of the State of Minnesota
applicable to the agreements made and to be performed entirely
within such state, without giving effect to rules governing the
conflict of laws. In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.
(e) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There
are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof.
(f) Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto.
(g) All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context
may require .
(h) The headings in the Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning
hereof.
(i) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement,
once executed by a party, may be delivered to the other party
hereto by telephone line facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers thereunto duly
authorized as of day and year first above written.
INNOVATIVE GAMING CORPORATION
OF AMERICA
By:_______________________________________________
Xxxxxx X. Xxxxxxxxx
Its:______________________________________________
President and Chief Executive Officer
INVESTOR:
[ ]
By:_______________________________________________
Its:______________________________________________
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