**Exhibit 10.1**

 

 

 

November 6, 2008

 

Elixir Group Limited

38/F., The Centrium

60 Wyndham Street

Central, Hong Kong

 

Gentlemen:

 

We are writingto confirm certain understandings and agreements entered into between ElixirGaming Technologies, Inc., a Nevada corporation (the “Company”),and Elixir Group Limited, a Hong Kong company (“Elixir Group”), withrespect to that certain Securities Purchase and Product Participation Agreementdated June 12, 2007, as amended to date, between the Company and ElixirGroup (“Participation Agreement”). All capitalized terms used in this letter agreement not otherwisedefined herein shall have the same meanings ascribed to them in theParticipation Agreement.

 

A.            The Company andElixir Group hereby agree to terminate the Participation Agreement effective asof the date of this letter agreement (“Effective Time”). The terminationof the Participation Agreement shall be without prejudice to any claims, rightsor obligations of either party thereto that have accrued under the ParticipationAgreement prior to the Effective Time. However, for the sake of clarity, theCompany and Elixir Group hereby confirm that the termination of theParticipation Agreement effected by way of this letter agreement shallterminate all of Elixir Group’s future rights under Sections 2.1(iii) and (iv) ofthe Participation Agreement to earn (i) the 15 million shares of CommonStock referred to therein, and (ii)  the downward adjustment in theexercise price of the 2006 Warrants as set forth therein. The parties alsoagree that notwithstanding anything to the contrary contained herein, Section 4.11(Board Representation) of the Participation Agreement shall survive thetermination of the Participation Agreement.

 

B.            The Company andElixir Group hereby agree to the termination and cancellation, as of theEffective Time, of the New Warrants and all of Elixir Group’s rights andinterests represented thereby to purchase 66 million shares of Common Stockthat are as of the date of this Amendment not vested and referred to inExchange Agreement as “Unvested Warrants” in that certain SecuritiesAmendment and Exchange Agreement dated October 21, 2007 (“ExchangeAgreement”).

 

C.            The Company andElixir Group hereby agree and confirm that the termination of the ParticipationAgreement and the Unvested Warrants shall not modify, amend or otherwise effectthe parties rights to any other agreements between the Company and ElixirGroup, including without limitation (i) the Registration Rights Agreementand that certain Registration Rights Agreement between the Company and ElixirGroup dated January 18, 2007 (collectively, the “Registration RightsAgreements”), (ii) the 2006 Warrants, and (iii) the Trade CreditFacility Agreement dated April 21, 2008 and the amendments thereto.

 

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If you are in agreement with the matters described herein, please signa copy of this letter agreement in the location provided below.  Upon execution and delivery of this letteragreement by Elixir Group, the Participation Agreement and the Unvested Warrantswill be terminated as described above.

 

 
|   | Very truly yours,                |
|--------|----------------------------------|
|   |                             |
|   | ELIXIR GAMING TECHNOLOGIES, INC. |
|   |                             |
|   | By:                              |   |
|   | Joseph Pisano – Director    |

 

 
| ACKNOWLEDGED AND AGREED: |   |
|--------------------------|--------|
|                     |   |
| ELIXIR GROUP LIMITED,    |   |
| a Hong Kong company      |   |
|                     |   |
| By:                      |   |   |
| Frank Tsui - Director    |   |
|                          |        |  |

 

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