EX-10.2






EXHIBIT 10.2



REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 19, 2007, among Elixir Gaming Technologies, Inc., a Nevada corporation (the
"Company”), and purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser,” and collectively, the “Purchasers”).



R E C I T A L S




WHEREAS, the Company will sell up to $52,500,000 of the Company’s Common Stock to the
Purchasers pursuant to that certain Securities Purchase Agreement (the “Purchase
Agreement”) dated as of even date herewith by and among the Company and the Purchasers.



A G R E E M E N T




NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchasers agree as follows:



1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:




"Advice” shall have the meaning set forth in Section 7(c).




"Allowable Grace Period” shall have the meaning set forth in Section 3(j).




"Effective Date” means the date that the Registration Statement is declared
effective by the Commission.




"Effectiveness Deadline” means, with respect to the initial Registration
Statement required hereunder, (i) in the event that the Registration Statement is not
subject to a review by the Commission, the earlier of (x) the 5th Business Day following the
date on which the Company is notified by the Commission that the Registration Statement will
not be reviewed or is no longer subject to further review and comments, and (y) the date
that is 60 calendar days after the Filing Deadline, or (ii) in the event that the
Registration Statement is subject to a review by the Commission, the date that is 120
calendar days after the Filing Deadline.




"Effectiveness Failure” shall have the meaning set forth in Section 2(b).




"Filing Date” means, with respect to the initial Registration Statement
required hereunder, the date the Registration Statement is filed with the Commission.




"Filing Deadline” means, with respect to the initial Registration Statement
required hereunder, 30 calendar days after the Closing Date.




"Filing Failure” shall have the meaning set forth in Section 2(b).




"Grace Period” shall have the meaning set forth in Section 3(j).




"Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities.




"Indemnified Party” shall have the meaning set forth in Section 5(c).




"Indemnifying Party” shall have the meaning set forth in Section 5(c).




"Losses” shall have the meaning set forth in Section 5(a).




"Plan of Distribution” shall have the meaning set forth in Section 2(a).




"Prospectus” means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.




"Registrable Securities” means all of (i) the Shares; and (ii) any shares of
Common Stock issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event of the Company affecting the Shares; provided, however, a
security shall no longer be a Registrable Security once it has been sold pursuant to Rule
144 under the Securities Act, or may be sold, without volume restrictions pursuant to Rule
144(k) under the Securities Act or sold pursuant to a Registration Statement.




"Registration Delay Payments” shall have the meaning set forth in Section 2(b).




"Registration Statement” means the registration statements required to be filed
hereunder, including (in each case) the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.




"Rule 415” means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.




"Rule 424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.




"Selling Shareholder Questionnaire” shall have the meaning set forth in
Section 3(a).



2. Shelf Registration.



(a) On or prior to the Filing Deadline, and subject to the availability of Rule 415, the
Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the
resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to
Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then
eligible to register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in accordance herewith) and shall contain
substantially the “Plan of Distribution” attached hereto as Annex A, as modified by
the Company as necessary to conform to comments from the Commission. Subject to the terms of this
Agreement, the Company shall use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the filing thereof, and
after the Effective Date, shall use its best efforts to keep such Registration Statement
continuously effective under the Securities Act until all Registrable Securities covered by such
Registration Statement have been sold, subject, however, to any Allowable Grace Period. The
Company agrees to request the Commission for acceleration of effectiveness at 4:00 p.m. Eastern
Standard Time on the Effective Date, and by 9:30 a.m. Eastern Standard Time on the Trading Day
following the Effective Date, to file a final Prospectus with the Commission pursuant to Rule 424
and notify the Holders via facsimile of effectiveness of the Registration Statement.



(b) If (i) the initial Registration Statement required to be filed by the Company pursuant to
this Agreement is (A) not filed with the Commission on or before the Filing Deadline (if the
Company files a Registration Statement without affording the Holders the opportunity to review and
comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have
satisfied this clause) (a “Filing Failure”) or (B) not declared effective by the Commission
on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day
during the Effectiveness Period sales of all of the Registrable Securities required to be included
on such Registration Statement cannot be made (other than during an Allowable Grace Period (as
defined in Section 3(j)) pursuant to such Registration Statement or otherwise (including, without
limitation, because of a failure to keep such Registration Statement effective, to disclose such
information as is necessary for sales to be made pursuant to such Registration Statement, or to
register a sufficient number of shares of Common Stock) (a “Maintenance Failure”) then, as
partial relief for the damages to any Holder by reason of any such delay in or reduction of its
ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any
other remedies available at law or in equity), the Company shall pay to each Holder of Registrable
Securities required to be included in such Registration Statement an amount in cash equal to one
percent (1%) of the relevant Subscription Amount (as such term is defined in the Purchase
Agreement) that has actually been paid by such Holder in respect of its Registrable Securities
included in such Registration Statement on each of the following dates: (i) the day of a Filing
Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure;
(iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods
totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day
after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than
thirty days) until such Effectiveness Failure is cured, subject to adjustment as provided herein;
and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro
rated for periods totaling less than thirty days) until such Maintenance Failure is cured. In the
event of a failure by the Company to cure an Effectiveness Failure on or before the thirtieth day
after the date of the Effectiveness Deadline as set forth in clause (v) above, the Registration
Delay Payment (as defined herein) for failure to cure such an Effectiveness Failure after such
initial 30-day cure period shall be increased to the amounts per each subsequent 30-day period as
follows: (i) for the first 30-day period thereafter, at 1.5%; (ii) for the next 30-day period
thereafter, at 2.0%; (iii) for the next 30-day period thereafter, at 2.0%; (iv) for the next 30-day
period thereafter, at 2.0%; and (v) every 30-day period thereafter in perpetuity, at 3.0%. The
payments to which a holder shall be entitled pursuant to this Section 2(b) are referred to herein
as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier
of (I) the dates set forth above and (II) the third Business Day after the event or failure giving
rise to the Registration Delay Payments is cured.



(c) In the event the number of shares available under a Registration Statement filed pursuant
to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered
by such Registration Statement, the Company shall amend the applicable Registration Statement, or
file a new Registration Statement (on the short form available therefor, if applicable), or both,
so as to cover all of the Registrable Securities as of the Trading Day immediately preceding the
date of the filing of such amendment or new Registration Statement, in each case, as soon as
practicable, but in any event not later than the later of: (i) sixty (60) days after the date
substantially all of the Registrable Securities have been sold; or (ii) the date that is six (6)
months after the Effective Date. The Company shall use its best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing
thereof.



(d) For the avoidance of doubt and notwithstanding anything contained herein to the contrary,
no Registration Delay Payment is payable by the Company to any particular Holder if any such Filing
Failure, Effectiveness Failure, or Maintenance Failure, as the case may be, in relation to such
Holder’s Registrable Securities included in such Registration Statement is caused by the default of
the obligations of the relevant Holder under this Agreement (including, without limitation, the
obligations of the Holder as set forth in Section 3(a) below). In addition, notwithstanding
anything contained herein to the contrary, in the event that the Company is delinquent in filing
the Registration Statement by a period of time such that the Effectiveness Deadline has passed and
an Effectiveness Failure has occurred, so that a Registration Delay Payment is triggered for both
the Filing Failure and the Effectiveness Failure concurrently, then the Company shall only be
obligated to pay one Registration Delay Payment for the concurrent failures, for whichever failure
results in a greater Registration Delay Payment.



3. Registration Procedures.



In connection with the Company’s registration obligations hereunder, the Company shall:




(a) The Company shall not file a Registration Statement, any Prospectus, or any
amendments or supplements thereto in which the “Selling Stockholder” section thereof differs
from the disclosure received from a Holder in its Selling Shareholder Questionnaire (as
amended and supplemented). Each Holder agrees to be named in the Registration Statement and
to carry out the offer and sale of Registrable Securities held by such Holder in a
conformance with the Plan of Distribution attached hereto as Annex A, as modified by
the Company as necessary to conform to comments from the Commission. Each Holder agrees to
furnish to the Company a completed Questionnaire in the form attached to this Agreement as
Annex B (a “Selling Shareholder Questionnaire”) by the end of the eighth
Trading Day following the date on which such Holder receives the Selling Shareholder
Questionnaire and draft materials in accordance with this Section. The Company shall ensure
that each Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) 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 the case of prospectuses, in the light of the circumstances in which
they were made) not misleading, except to the extent, but only to the extent, that (i) such
untrue statements or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder, its directors, authorized officers or
attorneys expressly for use therein, or to the extent that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder its directors, authorized officers
or attorneys expressly for use in a Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto. Each Holder shall ensure that its
Selling Shareholder Questionnaire furnished to 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 not misleading.




(b) Not less than five Trading Days prior to the filing of each Registration Statement
and not less than two Trading Days prior to the filing of any related amendment or
supplement thereto, the Company shall permit the Holders to review and comment upon the
Registration Statement and any amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and any similar or successor reports), and not file any Registration Statement or
amendment or supplement thereto in a form to which the Holders or their legal counsel
reasonably objects, provided that the Holders or their legal counsel shall provide the
Company with any comments within two (2) Trading Days of the receipt of the Registration
Statement and shall provide the Company with any comments within one (1) Trading Day of the
receipt of any related amendment or supplement thereto. The Company shall furnish to the
Holder, without charge, (i) copies of any correspondence from the Commission or the staff of
the Commission to the Company or its representatives relating to any Registration Statement,
(ii) promptly after the same is prepared and filed with the Commission, one copy of any
Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by a Holder and not
otherwise available on the EDGAR system, and all exhibits and (iii) upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto.




(c) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period, except for periods based on
events described in Section 3(d), (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond promptly
to any comments received from the Commission with respect to a Registration Statement or any
amendment thereto; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act applicable to the Company with respect to the
disposition of all Registrable Securities covered by a Registration Statement during the
applicable period in accordance with the intended methods of disposition by the Holders
thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.




(d) Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (ii) through (iv) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible, and in any event within one (1) Trading Day after the occurrence of the
event requiring notice herein, (i) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable
Securities; (iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction; (iv) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or
other documents so that, in the case of a Registration Statement or the Prospectus, as the
case may be, it will not contain any untrue statement of a material fact or omit to state
any 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; or (v) when the
Commission notifies the Company whether there will be a review of such Registration
Statement and whenever the Commission comments in writing on such Registration Statement
(the Company shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to
the Plan of Distribution, but not information which the Company believes would constitute
material and non-public information). Any and all of such information contemplated by
subparagraphs (i) through (v) shall remain confidential to each Holder until such
information otherwise becomes public, unless disclosure by a Holder is required by law.




(e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.




(f) Furnish to each Holder whose Registrable Securities are included in any
Registration Statement, without charge, if not otherwise available on the EDGAR system (i)
promptly after the same is prepared and filed with the Commission, at least one copy of such
Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by a Holder, all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration
Statement, ten (10) copies of the prospectus included in such Registration Statement and all
amendments and supplements thereto (or such other number of copies as such Holder may
reasonably request) and (iii) such other documents, including copies of any preliminary or
final prospectus, as such Holder may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Holder.




(g) Subject to the terms of this Agreement, the Company hereby consents to the use of
each Prospectus and each amendment or supplement thereto, provided by the Company pursuant
to subpart (f) above, by each of the selling Holders in connection with the offering and
sale of the Registrable Securities covered by such Prospectus and any amendment or
supplement thereto, except after the giving of any notice pursuant to Section 3(d).




(h) Prior to any resale of Registrable Securities by a Holder, register or qualify or
cooperate with the selling Holders in connection with the registration or qualification (or
exemption from the Registration or qualification) of such Registrable Securities for the
resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the
United States as any Holder reasonably requests in writing, to keep each registration or
qualification (or exemption therefrom) effective during the Effectiveness Period and to do
any and all other acts or things reasonably necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by each Registration Statement;
provided, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent to service
of process in any such jurisdiction.




(i) Within two (2) Trading Days after a Registration Statement which covers Registrable
Securities is ordered effective by the Commission, deliver, and shall cause legal counsel
for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Holders whose Registrable Securities are included in such Registration
Statement) confirmation that such Registration Statement has been declared effective by the
Commission. The Company shall cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to the Registration Statement, which certificates shall be free, to
the extent permitted by the Securities Act, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names as any such
Holders may reasonably request.




(j) Upon the occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective
amendment, to a Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will contain 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, in
light of the circumstances under which they were made, not misleading. If the Company
notifies the Holders in accordance with clauses (ii) through (iv) of Section 3(d) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Company will use its best efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable. The Company shall be entitled to exercise its
right under this Section 3(j) to suspend the availability of a Registration Statement and
Prospectus, provided that each period (each, a “Grace Period”) shall not exceed
fifteen (15) consecutive days and during any three hundred sixty five (365) such Grace
Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace
Period must be at least five (5) trading days after the last day of any prior Grace Period
(each, an “Allowable Grace Period”).




(k) Comply with all applicable rules and regulations of the Commission.




(l) Prior to the effectiveness of the Registration Statement and all other amendments
and supplements to the Prospectus, the Company may require each selling Holder to furnish to
the Company a certified statement as to (i) the number of shares of Common Stock
beneficially owned by such Holder, (ii) the natural persons thereof that have voting and
dispositive control over the shares of Common Stock, and (iii) any affiliation between the
Holder and either the Company’s independent accountants or any member of the FINRA, The
Financial Industry Regulatory Authority (formerly NASD).




(m) The Company shall use its best efforts either to cause all of the Registrable
Securities covered by a Registration Statement to be listed on the primary securities
exchange or stock market on which securities of the same class or series 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 stock market.




(n) The Company agrees not to name or describe a Holder as an underwriter in the
Registration Statement, except if Holder provided its consent to such disclosure to the
Company or if such Holder is required under applicable securities law to be described in the
Registration Statement as an underwriter or pursuant to the Commission’s comments, in which
case the Company shall notify such Holder and provide such Holder the opportunity to provide
input and response in connection with the disclosure.




(o) If requested by a Holder, the Company shall as soon as practicable (i) incorporate
in a prospectus supplement or post-effective amendment such information as a Holder
reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to be sold in
such offering; (ii) make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by a Holder holding any Registrable
Securities.



4. Registration Expenses. All fees and expenses incidental to the performance of or
compliance with this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in
writing), (ii) printing expenses incurred by the Company (including, without limitation, expenses
of printing certificates for Registrable Securities, (iii) messenger, telephone and delivery
expenses incurred by the Company, (iv) fees and disbursements of counsel for the Company, (v)
Securities Act liability insurance incurred by the Company, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions of any Holder or, except to the extent provided
for in the Transaction Documents, any legal fees or other costs of the Holders.



5. Indemnification.




(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, members, partners, and employees of each of them,
each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders,
partners, and employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue statement of a
material fact contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading, (2) any violation by the Company of the Securities Act, Exchange Act or any
state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder, its directors,
authorized officers, or attorneys expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder,
its directors, authorized officers, or attorneys expressly for use in a Registration
Statement, such Prospectus or such form of Prospectus or in any amendment or supplement
thereto (it being understood that the Holder has approved Annex A hereto for this
purpose), (ii) in the case of an occurrence of an event of the type specified in Section
3(d)(ii)-(iv), the use by such Holder of an outdated or defective Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in Section 7(c), or (iii) any
such untrue statement, omission or violation is directly related to and primarily the result
of a material breach of this Agreement or violation of law by Holder; or (3) any material
breach of this Agreement by the Company.




(b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents, attorneys and
employees, each Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents,
attorneys or employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent arising out of or
based solely upon: (x) such Holder’s failure to comply with the prospectus delivery
requirements of the Securities Act, (y) a material breach of this Agreement or violation of
law by Holder, or (z) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any information
so furnished in writing by such Holder, its directors, authorized officers, or attorneys to
the Company specifically for inclusion in such Registration Statement or such Prospectus or
(ii) to the extent that such information relates to such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved in writing by
such Holder, its directors, authorized officers, or attorneys expressly for use in a
Registration Statement (it being understood that the Holder has approved Annex A
hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (iii) in the case of an occurrence of an event of the type specified
in Section 3(d)(ii)-(iv), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section
7(c). In no event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.




(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have
the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that such failure shall have
prejudiced the Indemnifying Party.




An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the
named parties to any such Proceeding (including any impleaded parties) include both such
Indemnified Party and the Indemnifying Party, and a material conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the Indemnifying
Party, in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and the reasonable
fees and expenses of no more than one separate counsel shall be at the expense of the
Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed.




Subject to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party owing under this Section 5 (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified Party.




(d) Contribution. If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question, including
any untrue statement of a material fact or omission of a material fact, has been taken or
made by, or relates to information supplied by, such Indemnifying Party or Indemnified
Party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.




The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d),
no Holder shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, except in the case of fraud by such Holder.




The indemnity and contribution agreements contained in this Section are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.



6. Reports Under the Exchange Act.



With a view to making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the Commission that may at any time
permit the Holders to sell securities of the Company to the public without registration (“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 Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act so long as the Company remains subject
to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and




(c) furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon
request, (i) a written statement by the Company, if true, 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 Holders to
sell such securities pursuant to Rule 144 without registration.



7. Miscellaneous.




(a) Other Registration Rights; Piggyback on Registrations. Except for any
registration statements filed or to be filed in respect of the holders of registration
rights as set forth in Schedule 3.1(v) of the Disclosure Schedules, the Company agrees and
covenants that it will not register the shares of any other holder of its securities prior
to registering the Shares. The Company and its security holders (other than the Holders in
such capacity pursuant hereto) designated by the Company may include securities of the
Company in the Registration Statement in addition to the Registrable Securities; provided,
however, Company agrees to limit the inclusion of, or otherwise exclude, such securities in
the Registration Statement to the extent necessary in order to satisfy its obligations
pursuant to Section 2 above. If at any time the Company shall determine to register any of
its securities other than pursuant to (i) a registration statement relating solely to the
sale of securities to participants in a Company employee benefits plan, (ii) a registration
on any form which does not include substantially the same information as would be required
to be included in a registration statement covering the sale of the Shares, (iii) a
registration relating to securities issued in connection an acquisition by the Company, (iv)
a registration in which the only Common Stock being registered is Common Stock issuable upon
conversion of debt securities that are also being registered, or (v) a registration relating
to holders of registration rights which prohibit the Company from including in such
registration shares for other selling stockholders, it shall send to each Holder written
notice of such determination and, if within twenty (20) days after receipt of such notice,
such Holder shall so request in writing, the Company shall use its commercially reasonable
efforts to include in such registration all or any part of the Registrable Securities that
such Holder requests to be registered.




(b) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable or an exemption
therefrom to it in connection with sales of Registrable Securities pursuant to a
Registration Statement.




(c) Discontinued Disposition. Each Holder agrees by its acquisition of
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(d), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is
advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as
possible.




(d) Amendments and Waivers. No provision of this Agreement may be amended or
waived except in a written instrument signed by the Company and the Holders holding not less
than 85% of the Registrable Securities; provided, however, that if any
amendment or waiver operates in a manner that treats any Holder differently from the other
Holders, the consent of such Holder shall also be required for such amendment or waiver. No
waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right.




(e) Notices. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be delivered as set forth in the Purchase
Agreement, as the case may be.




(f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights or obligations hereunder
without the prior written consent of each Holder. The rights under this Agreement shall be
automatically assignable by any Holder to any transferee of 50% or more of such Holder’s
Registrable Securities if: (i) such Holder agrees in writing with the transferee or assignee
to assign such rights and a copy of such agreement is furnished to the Company promptly
after such assignment; (ii) the Company is, promptly after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or assignee and
(b) the securities with respect to which such registration rights are being transferred or
assigned; (iii) 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; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions contained herein;
and (v) such transfer shall have been made in accordance with the applicable requirements of
the Purchase Agreement.




(g) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof.




(h) Execution and Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an
original thereof.




(i) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the State of New York. The parties hereby waive all
rights to a trial by jury. If either party shall commence an action or proceeding to
enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.




(j) Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.




(k) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.




(l) Headings. The headings in this Agreement are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or affect any of the
provisions hereof




(m) Independent Nature of Purchasers’ Obligations and Rights. The obligations
of each Purchaser under this Agreements are several and not joint with the obligations of
each other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under this Agreement. Nothing contained herein or
in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be
deemed to constitute the Purchasers as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by
this Agreement or any other Transaction Document. Each Purchaser acknowledges that no other
Purchaser will be acting as agent of such Purchaser in enforcing its rights under this
Agreement. Each Purchaser shall be entitled to independently protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose. The Company acknowledges that each of the Purchasers has been
provided with the same Registration Rights Agreement for the purpose of the transactions
contemplated in the Transaction Documents.



1




IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of
the date first written above.




ELIXIR GAMING TECHNOLOGIES, INC.




By:  /s/ David Reberger

David Reberger,

Chief Financial Officer




2



IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Janus Adviser Fund on behalf of its series


Janus Adviser Series Small-Mid Growth Fund


Name of Purchaser




/s/ Brian A. Schaub




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Brian A. Schaub




Title: Executive Vice President




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




3









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Janus Investment Funds on behalf of its


Janus Triton Fund


Name of Purchaser




/s/ Brian A. Schaub




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Brian A. Schaub




Title: Executive Vice President




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




4









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Janus Capital Fund plc on behalf of its series


Janus US Venture Fund


Name of Purchaser




/s/ William H. Bales




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: William H. Bales




Title: Portfolio Manager




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




5









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Janus Investment Fund on behalf of its series


Janus Venture Fund


Name of Purchaser




/s/ William H. Bales




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: William H. Bales




Title: Portfolio Manager




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




6









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Ohio National Fund Inc.






Name of Purchaser




/s/ William H. Bales




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: William H. Bales




Title: Portfolio Manager




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




7









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Strata Capital Management


Name of Purchaser




/s/ Steve Bardack




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Steve Bardack




Title: President




Its: Steve Bardack, President




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




8









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




UBS O’Connor LLC fbo: O’Connor Global






Multi-Strategy Alpha Master Limited


Name of Purchaser




/s/ Kipp Schrage




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Kipp Schrage




Title: Managing Director




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




9









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




UBS O’Connor LLC fbo: Fundamental






Market Neutral Mac81 Ltd.


Name of Purchaser




/s/ Kipp Schrage




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Kipp Schrage




Title: Managing Director




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




10









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




UBS O’Connor LLC fbo: O’Connor Global






Fundamental Market Neutral Long/Short Master
Limited


Name of Purchaser




/s/ Kipp Schrage




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Kipp Schrage




Title: Managing Director




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




11









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




UBS O’Connor LLC fbo: O’Connor Pipes






Corporate Strategies Master Limited


Name of Purchaser




/s/ Jeffrey Putman




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Jeffrey Putman




Title: Portfolio Manager




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




12









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




UBS O’Connor LLC fbo: O’Connor Global






Fundamental Long/Short Directional Master
Limited


Name of Purchaser




/s/ Paul Mitchell




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Paul Mitchell




Title: Managing Director




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




13









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




SF Capital Partners Ltd.


Name of Purchaser




/s/ Brian Davidson




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Brian Davidson




Title: Managing Director




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




14









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Ermitage Selz Fund Ltd.


Name of Purchaser




/s/ Bernard Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bernard Selz




Title: Managing Member, Selz Capital LLC




Its: Investment Adviser




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




15









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Karnak Partners, L.P.


Name of Purchaser




/s/ Bernard Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bernard Selz




Title: Managing Member, Luxor LLC




Its: General Partner




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




16









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




GAM Selection Hedge Investments Inc.


Name of Purchaser




/s/ Bernard Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bernard Selz




Title: Managing Member, Selz Capital LLC




Its: Investment Adviser




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




17









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Selz Family Trust


Name of Purchaser




/s/ Lisa P. Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Lisa P. Selz




Title: Trustee




Its: Authorized Signatory




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




18









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Galleon International Master Fund, SPC Ltd. -


Galleon EM Technology SPC.


Name of Purchaser




/s/ Raj Rajaratnam




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Raj Rajaratnam




Title: Director




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




19









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




M.D. Sass Maximum Partners, L.P.




By: M.D. Sass Investors Services, Inc., General
Partner  




Name of Purchaser




/s/ Bobby Liu




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bobby Liu




Title: General Counsel, Senior Vice President




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




20









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Basso Multi-Strategy Holding Fund Ltd.


Name of Purchaser




/s/ Philip Platek




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Philip Platek




Title: Authorized Signatory




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




21









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Basso Fund Ltd.


Name of Purchaser




/s/ Philip Platek




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Philip Platek




Title: Authorized Signatory




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




22









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Straus GEPT Partners LP 


Name of Purchaser




/s/ Craig Connors




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Craig Connors




Title: CFO




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




23









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Straus Partners LP 


Name of Purchaser




/s/ Craig Connors




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Craig Connors




Title: CFO




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




24









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Buckland Partners Focus Fund, L.P.






Name of Purchaser




/s/ Jonathan Lieber




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Jonathan Lieber




Title: Member, Buckland Partners Focus Fund LLC




Its: General Partner




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




25









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




Heller Capital Investment 


Name of Purchaser




/s/ Ronald I. Heller




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Ronald I. Heller




Title: CFO




Its:




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)




26









IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




PURCHASER




     


Name of Purchaser




     


Signature of Purchaser or by Authorized Person
executing for Purchaser




Printed Name:     




Title:     




Its:     




	 	 	 	(Printed Name of Authorized Person and Title
for Person executing for Purchaser)





27




ANNEX A




Plan of Distribution




The selling stockholders may, from time to time, sell any or all of their shares of common
stock on any stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale, or at negotiated prices. The
selling stockholders may use any one or more of the following methods when selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;






	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the transaction;






	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;






	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;






	 	•	 	privately negotiated transactions;






	 	•	 	short sales;






	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;






	 	•	 	a combination of any such methods of sale; and






	 	•	 	any other method permitted pursuant to applicable law.





The selling stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.



The selling stockholders may also engage in puts and calls and other transactions in our
securities or derivatives of our securities and may sell or deliver shares in connection with these
trades.



Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved. Any profits on
the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, attributable to the sale of shares will be borne
by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares if liabilities are
imposed on that person under the Securities Act. In connection with sales of the shares of common
stock or otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the shares of common stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of common stock
short and deliver shares of common stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling stockholders may
also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.



The selling stockholders may from time to time pledge or grant a security interest in some or
all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus after we have filed a supplement to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of
selling stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.



The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of common stock from time
to time under this prospectus after we have filed a supplement to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.



The selling stockholders and any broker-dealers or agents that are involved in selling the
shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares of common stock purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.



We are required to pay all fees and expenses incident to the registration of the shares of
common stock. We have agreed to indemnify the selling stockholders against certain claims, damages
and liabilities, including liabilities under the Securities Act.



The selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their
shares of common stock, nor is there an underwriter or coordinating broker acting in connection
with a proposed sale of shares of common stock by any selling stockholder. If we are notified by
any selling stockholder that any material arrangement has been entered into with a broker-dealer
for the sale of shares of common stock, if required, we will file a supplement to this prospectus.
If the selling stockholders use this prospectus for any sale of the shares of common stock, they
will be subject to the prospectus delivery requirements of the Securities Act.



Under the securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers. In addition, in some states the
shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied
with.



There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the shelf registration statement, of which this prospectus
forms a part.



The selling stockholders and any other person participating in such distribution will be
subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person. Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of common stock to engage in market-making
activities with respect to the shares of common stock. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of common stock.



Once sold under the shelf registration statement, of which this prospectus forms a part, the
shares of common stock will be freely tradable in the hands of persons other than our affiliates.



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ANNEX B




Elixir Gaming Technologies, Inc.




Selling Securityholder Notice and Questionnaire




The undersigned beneficial owner of common stock, par value $0.001 per share (the “Common
Stock”), of Elixir Gaming Technologies, Inc., a Nevada corporation (the “Company”),
(the “Registrable Securities”) understands that the Company has filed or intends to file
with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of
the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement, dated as of
     , 2007 (the “Registration Rights Agreement”), among the Company and the Holders
named therein. A copy of the Registration Rights Agreement is available from the Company upon
request at the address set forth below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Registration Rights Agreement.



Certain legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Registration
Statement and the related prospectus.



NOTICE




The undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby elects to include the Registrable Securities owned by it and listed below in Item
3 (unless otherwise specified under such Item 3) in the Registration Statement.



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The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:



QUESTIONNAIRE





	1.	 	Name.






	 	(a)	 	Full Legal Name of Selling Securityholder






	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities Listed in Item 3 below are held:






	 	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by the questionnaire):






	2.	 	Address for Notices to Selling Securityholder:





	 
	Telephone:

	Fax:

	Contact Person:








	3.	 	Beneficial Ownership of Registrable Securities:






	 	(a)	 	Type and Number of Registrable Securities beneficially owned:




30










	4.	 	Broker-Dealer Status:






	 	(a)	 	Are you a broker-dealer?






Yes ? No ?




	 	(b)	 	If “yes” to Section 4(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company.





	 	 	 	 	 
	
 
	 	Yes ?
	 	No ?
	Note:	 	If no, the Commission’s staff has
	 	 	indicated that you should be identified as
	 	 	an underwriter in the Registration
	
 
	 	Statement.
	 	

	(c)	 	Are you an affiliate of a broker-dealer?
	
 
	 	Yes ?
	 	No ?







	 	(d)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?





	 	 	 
	Note:

	 	Yes ? No ?

If no, the Commission’s staff has indicated that you should be

identified as an underwriter in the Registration Statement.







	5.	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.






Except as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.




	 	(a)	 	Type and Amount of Other Securities beneficially owned by the Selling
Securityholder:




31










	6.	 	Relationships with the Company:






Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.




	 	 	 	State any exceptions here:





7. Relationships with the Company’s Independent Accountant:




Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company’s independent accountants, Piercy Bowler Taylor & Kern, of Las Vegas , Nevada
(or its predecessors or affiliates) during the past three years.




	 	 	 	State any exceptions here:





The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 7 and the inclusion of such information in the
Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Registration Statement and the related
prospectus.



32



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 
	Dated:	 	Beneficial Owner:
	
 
	 	By:
	 	

	
 
	 	 	 	 
	
 
	 	 	 	Name:
	
 
	 	 	 	Title:






PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL
BY OVERNIGHT MAIL, TO:



Chris Y. Chen, Esq.


Greenberg Traurig, LLP


3161 Michelson Drive, Suite 1000


Irvine, CA 92612



Fax: 949-732-6501




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