Warrant Registration Rights Agreement - Autotote Corp. and Ramius Securities LLC
WARRANT
REGISTRATION RIGHTS AGREEMENT
AUTOTOTE CORPORATION
Warrants to Purchase 250,000 Shares of Class A Common Stock
Dated as of October 2, 2000
RAMIUS SECURITIES, LLC
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WARRANT REGISTRATION RIGHTS AGREEMENT
This WARRANT REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
made and entered into as of October 2, 2000, by and between AUTOTOTE
CORPORATION, a Delaware corporation (the "Company"), and the undersigned (the
"Securityholder").
The Securityholder is the beneficial owner of certain Registrable
Securities (as defined below) issued by the Company. The Company and the
Securityholder deem it to be in their respective best interests to set forth the
rights of the Securityholder in connection with public offerings and sales of
the Registrable Securities.
NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the
Securityholder, intending legally to be bound, hereby agree as follows.
Section 2. Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Affiliate" of any person means any other person who either directly
or indirectly is in control of, is controlled by, or is under common control
with such person.
"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in The City of New
York are authorized by law, regulation or executive order to close.
"Common Stock" shall mean the Class A common stock, par value $.01,
of the Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
"Holder" shall mean any Person that beneficially owns Registrable
Securities, including such successors and assigns as acquire Registrable
Securities, directly or indirectly, from such Person. For purposes of this
Agreement, the Company may deem the registered holder of a Registrable Security
as the Holder thereof.
"Person" shall mean an individual, partnership, corporation, limited
liability company, joint venture trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.
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"Registrable Securities" shall mean (i) the 250,000 shares of Common
Stock issuable upon the exercise of the Warrant (ii) any other securities issued
or issuable as a result of, or in connection with, any stock dividend, stock
split or reverse stock split, combination, recapitalization, reclassification,
merger or consolidation, exchange or distribution in respect of the Common Stock
referred to in clause (i) above.
"Registration Statement" shall mean any registration statement which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"Restricted Securities" shall have the meaning set forth in Section
2 hereof.
"Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 903" shall mean Rule 903 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 904" shall mean Rule 904 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"SEC" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended
(or any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.
"Underwritten Offering" shall mean a registered offering in which
securities of the Company are sold to an underwriter for reoffering to the
public.
"Warrant" shall mean the warrant, of even date herewith, issued to
the Securityholder initially to acquire 250,000 shares of Common Stock.
Section 3. Securities Subject to this Agreement. The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Restricted Security. A Registrable Security that has
ceased to be a Registrable Security cannot
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thereafter become a Registrable Security. As used herein, a Restricted Security
is a Registrable Security which has not been effectively registered under the
Securities Act and distributed in accordance with an effective Registration
Statement and which has not been distributed by the Holder pursuant to Rule 144,
Rule 903 or Rule 904, unless, in the case of a Registrable Security distributed
pursuant to Rule 903 or 904, any applicable restricted period has not expired or
the SEC or its staff has taken the position in a published release, ruling or
no-action letter that securities distributed under Rule 903 or 904 are
ineligible for resale in the United States under Section 4(1) of the Securities
Act notwithstanding expiration of the applicable restricted period.
Section 4. Piggyback Registration.
(a) If the Company at any time proposes to file a registration
statement with respect to any class of equity securities for its own account
(other than in connection with the Registration Statement on Form S-4 or S-8 (or
any successor or substantially similar form), or of (i) an employee stock
option, stock purchase or compensation plan or of securities issued or issuable
pursuant to any such plan, or (ii) a dividend reinvestment plan), other than for
the registration of securities for sale on a continuous or delayed basis
pursuant to Rule 415, or for the account of any other holder exercising
registration rights, then the Company shall in each case give written notice of
such proposed filing to the Holder of Registrable Securities at least fifteen
(15) days before the anticipated filing date of any such registration statement
by the Company, and such notice shall offer to the Holder the opportunity to
have any or all of the Registrable Securities held by the Holder included in
such registration statement. The Holder of Registrable Securities desiring to
have its Registrable Securities registered under this Section 3 shall so advise
the Company in writing within ten (10) days after the date such notice is given
(which request shall set forth the amount of Registrable Securities for which
registration is requested), and the Company shall use its best reasonable
efforts to include in such Registration Statement all such Registrable
Securities so requested to be included therein.
(b) Notwithstanding the foregoing, if the managing underwriter or
underwriters of any such proposed public offering advise the Company that the
total amount or kind of securities which the Holder of Registrable Securities,
the Company and any other persons or entities intended to be included in such
proposed public offering is sufficiently large to adversely affect the success
of such proposed public offering, then the amount or kind of securities to be
offered for the account of the Holder of Registrable Securities shall be
allocated first to the Company and any holder of securities including securities
in such Registration Statement pursuant to the exercise of demand registration
rights (a "Requesting Securityholder"), then reduced pro rata, together with the
amount or kind of securities to be offered for the accounts of any other persons
requesting registration of securities pursuant to rights similar to the rights
of the Holder under this Section 3, to the extent necessary to reduce the total
amount or kind of securities to be included in such proposed public offering to
the amount or kind recommended by such managing underwriter or underwriters
before the securities offered by the Company or any Requesting Securityholder
are so reduced. Anything to the contrary in this Agreement notwithstanding, the
Company may withdraw or postpone a Registration Statement referred to herein at
any time before it becomes effective or withdraw,
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postpone or terminate the offering after it becomes effective without obligation
to the Securityholder or any Holder of the Registrable Securities.
(c) In connection with its obligation under this Section 3, the
Company will (i) furnish to the selling Holder of Registrable Securities without
charge, at least one copy of any effective Registration Statement and any
post-effective amendments thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference) in the
form filed with the SEC; and (ii) deliver to the selling Holder of Registrable
Securities and the underwriters, if any, without charge, as many copies of the
then effective Prospectus (including each prospectus subject to completion) and
any amendments or supplements thereto as such Persons may reasonably request.
(d) As a condition to the inclusion of its Registrable Securities,
Holder shall furnish to the Company such information regarding such Holder and
the distribution proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.
(e) Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event that, in the good faith judgment of the Company's Board
of Directors, requires the suspension of the Holder's rights under this Section
3, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the then current Prospectus until such Holder is advised in writing
by the Company that the use of the Prospectus may be resumed. If the Company
shall have given any such notice during a period when a Registration Statement
is in effect, the Company shall extend the period during which such registration
statement shall be maintained effective pursuant to this Agreement by the number
of days during which any such disposition of Registrable Securities is
discontinued pursuant to this Subsection 3(e). If so directed by the Company, on
the happening of such event, the Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.
(f) Holder hereby covenants with the Company (i) not to make any
sale of the Registrable Securities without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied, and (ii) if such
Registrable Securities are to be sold by any method or in any transaction other
than on a national securities exchange, the Nasdaq National Market, Nasdaq
SmallCap Market or in the over-the-counter market, in privately negotiated
transactions, or in a combination of such methods, to notify the Company at
least five (5) business days prior to the date on which the Holder first offers
to sell any such Registrable Securities.
(g) Holder acknowledges and agrees that the Registrable Securities
sold pursuant to the Registration Statement described in this Agreement are not
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transferable on the books of the Company unless the stock certificate submitted
to the transfer agent evidencing such Registrable Securities is accompanied by a
certificate reasonably satisfactory to the Company to the effect that (i) the
Registrable Securities have been sold in accordance with such Registration
Statement and (ii) the requirement of delivering a current Prospectus has been
satisfied.
(h) Holder shall not take any action with respect to any
distribution deemed to be made pursuant to such Registration Statement, which
would constitute a violation of Regulation M under the Exchange Act, or any
other applicable rule, regulation or law.
(i) Upon the expiration of the effectiveness of any Registration
Statement, the Holder of Registrable Securities included in the Registration
Statement shall discontinue sales of shares pursuant to such Registration
Statement upon receipt of notice from the Company of its intention to remove
from registration the shares covered by such Registration Statement which remain
unsold, and such Holders shall notify the Company of the number of shares
registered which remain unsold immediately upon receipt of such notice from the
Company.
(j) In the case of the registration of any underwritten primary
offering initiated by the Company (other than any registration by the Company on
Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i)
an employee stock option, stock purchase or compensation plan or of securities
issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment
plan) or any underwritten secondary offering initiated at the request of a
holder of securities of the Company pursuant to registration rights granted by
the Company, Holder agrees not to effect any public sale or distribution of
securities of the Company, except as part of such underwritten registration,
during the period beginning fifteen (15) days prior to the closing date of such
underwritten offering and during the period ending ninety (90) days after such
closing date (or such longer period as may be reasonably requested by the
Company or by the managing underwriter or underwriters).
(k) Anything to the contrary contained in this Agreement
notwithstanding, when, in the opinion of counsel for the Company, registration
of the Registrable Securities is not required by the Securities Act, in
connection with a proposed sale of such Registrable Securities, the Holder shall
have no rights pursuant to this Section 3. In furtherance and not in limitation
of the foregoing, Holder shall have no rights pursuant to this Section 3 at such
time as all of Holder's Registrable Securities may be sold in a three-month
period pursuant to Rule 144.
Section 5. Registration Expenses. All expenses incident to the
Company's performance of or compliance with this Agreement will be borne by the
Company, regardless of whether a Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) all
reasonable fees and expenses of compliance with federal securities and state
Blue Sky or securities laws; (iii) all reasonable expenses of printing
(including printing Prospectuses), messenger and delivery services and
telephone; (iv) all reasonable fees and disbursements of counsel for
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the Company; (v) all applications and filing fees in connection with listing the
Registrable Securities on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) all reasonable fees and
disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance). Notwithstanding anything in this Section 4 to the
contrary, the Company shall not be required to pay any underwriting discounts,
commissions or transfer taxes, if any, relating to the sale of disposition of
any Holder's Restricted Securities.
The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Holder,
its directors, officers, partners, employees, representatives and agents and
each person, if any, who controls such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), from and against any
and all losses, claims, damages, liabilities, judgments (including, without
limitation, any legal or other expenses incurred in connection with
investigating or defending any matter, including any action that could give rise
to any such losses, claims, damages, liabilities or judgments) directly or
indirectly caused by, related to, based upon, arising out of or in connection to
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement, preliminary prospectus or Prospectus (or any
amendment or supplement thereto) provided by the Company to any Holder or any
prospective purchaser of Restricted Securities, 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, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any Holder
furnished in writing to the Company by any such Holder.
(b) Each Holder of Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors and officers,
and each person, if any, who controls (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, to the same
extent as the foregoing indemnity from the Company set forth in Section 5(a)
hereof, but only with reference to information relating to such Holder furnished
in writing to the Company by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the Company
or its directors or officers or any such controlling person in respect of which
indemnity may be sought against a Holder of Restricted Securities, such Holder
shall have the rights and duties given the Company, and the Company, such
directors or officers or such controlling person shall have the rights and
duties given to each Holder by the preceding paragraph. In no event shall any
Holder, its directors, officers or any person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect
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to its sale of Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Restricted Securities and
(ii) the amount of any damages that such Holder, its directors, officers or any
person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.
(c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 5(a) or 5(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing,
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that,
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 5(a) and 5(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 5(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party, unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 5(a), and by
the Company, in the case of parties indemnified pursuant to Section 5(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without the indemnifying party's written consent if the settlement
is entered into more than 60 days after the indemnifying party shall have
received a request from the indemnified party for reimbursement for the fees and
expenses of counsel (in any case where such fees and expenses are at the expense
of the indemnifying party) and, prior to the date of such settlement, the
indemnifying party shall have failed to comply with such reimbursement request.
Except as provided in the preceding sentence, no indemnifying party shall be
liable for any settlement effected without its consent. The indemnifying party
shall not, without the prior written consent of the indemnified party, effect
any settlement or
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compromise of, or consent to the entry of judgment with respect to, any pending
or threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.
(d) To the extent that the indemnification provided for in this
Section 5 is unavailable to an indemnified party under Section 5(a) or Section
5(b) hereof (other than by reason of exceptions provided in those sections) in
respect of any losses, claims, damages, liabilities, expenses or judgments
referred to therein, then each 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, claims, damages, liabilities,
expenses or judgments in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand, and of the Holders, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities, expenses or judgments, as well as any
other relevant equitable considerations. The relative fault of the Company, on
the one hand, and of the Holders, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by the
Holders, on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities, expenses and judgments referred to above shall be deemed
to include, subject to the limitations set forth in Section 5(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, expenses or judgments referred to above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have
given rise to such losses, claims, damages, liabilities, expenses or judgments.
Notwithstanding the provisions of this Section 5, no Holder, its directors, its
officers or any person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Restricted Securities
pursuant to a Registration Statement exceeds the sum of (i) the amount paid by
such Holder for such Restricted Securities plus (ii) the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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. The Holders' obligations to
contribute pursuant to this Section 5(d) are several in proportion to the
respective principal amount of Restricted Securities held by each Holder
hereunder and not joint.
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(e) The Company agrees that the indemnity and contribution
provisions of this Section 5 shall apply to the Securityholder to the same
extent, on the same conditions, as it applies to Holders.
Section 7. Participation in Underwritten Registrations.
(a) The determination of whether any offering of Registrable
Securities will be an Underwritten Offering shall be made in good faith judgment
of the Board of Directors of the Company. In the event that the Board of
Directors of the Company determines that such offering shall be an Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Company.
(b) No Person may participate in any Underwritten Offering hereunder
unless such Person (i) agrees to sell such Person's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
Nothing in this Section 6 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth herein.
Section 8. Rule 144. The Company agrees with each Holder, for so
long as any Restricted Securities remain outstanding and during any period in
which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act,
to make available, upon request of any Holder, to such Holder or beneficial
owner of Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Restricted Securities designated by such Holder or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Restricted Securities pursuant
to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to
make all filings required thereby in a timely manner in order to permit resales
of such Restricted Securities pursuant to Rule 144.
Section 9. Miscellaneous.
(a) Remedies. The Company acknowledges and agrees that any failure
by the Company to comply in all material respects with its obligations under
Section 3 hereof may result in material irreparable injury to the Securityholder
or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Securityholder or any Holder may obtain such relief as
may be required under applicable law to specifically enforce the Company's
obligations under Section 3 hereof.
(b) No Inconsistent Agreements. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not
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in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any agreement in effect on the date
hereof.
(c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given, unless (i) in the case of this
Section 8(c)(i), the Company has obtained the written consent of Holders of all
outstanding Restricted Securities, and (ii) in the case of all other provisions
hereof, the Company has obtained the written consent of Holders of a majority of
the outstanding principal amount of Restricted Securities (excluding Restricted
Securities held by the Company or its Affiliates).
(d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Securityholder, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.
(e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered, return receipt requested), telex, telecopier, or air courier
guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of
the Company; and
(ii) if to the Company:
Autotote Corporation
750 Lexington Avenue, 25th Floor
New York, New York 10022
Facsimile No.: (212) 754-2372
Attention: General Counsel
With a copy to:
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
Facsimile No.: (212) 715-8000
Attention: Peter Smith, Esq.
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.
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The address or person or entity to whose attention any notice or
communication shall be given may be changed in accordance with the provisions of
this Section 8(e).
Upon the date of filing a Registration Statement, notice shall be
delivered to the Securityholder (in the form attached hereto as Exhibit A) at
the most current address given by the Securityholder to the Company, in
accordance with the provisions of this Section 8(e), which address initially is
listed below the Securityholder's name on the signature page hereof.
(f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment, subsequent Holders; provided, however, that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Restricted
Securities in violation of the terms hereof or of the Warrant. If any transferee
of any Holder shall acquire Restricted Securities in any manner, whether by
operation of law or otherwise, such Restricted Securities shall be held subject
to all of the terms of this Agreement, and by taking and holding such Restricted
Securities such person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and such person shall be
entitled to receive the benefits hereof.
(g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.
(j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
(k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted
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<PAGE>
with respect to the Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
SIGNATURE PAGE TO FOLLOW
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
AUTOTOTE CORPORATION
By:_________________________________________
_________ Name: Martin E. Schloss
Title: Vice President and General Counsel
THE SECURITYHOLDER:
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC
Its: Investment Advisor
By: C4S & Co., LLC
Its: Managing Member
By:_________________________________________
_________ Name: Peter A. Cohen
Title: Managing Member
Address for Notices:
Ramius Securities, LLC
666 Third Avenue, 26th Floor
New York, NY 10017
Attn: Peter A. Cohen
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