EX-10.2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
December 10, 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, Elixir Group Limited, a Hong Kong corporation (“Elixir Group”), proposes to sell to
the Purchasers certain Warrants to purchase shares of the Company’s Common Stock to the Purchasers
pursuant to that certain Warrant Purchase Agreement (the “Purchase Agreement”) dated as of
even date herewith by and among Elixir Group, the Company and the Purchasers.



WHEREAS, the Company wishes to enter into this Registration Rights Agreement with the
Purchasers, and confer upon the Purchasers the benefits provided hereunder, as an inducement to the
Purchasers to enter into the Purchase Agreement and consummate the transactions thereunder.



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 Warrant 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 Warrant 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 that covers all of the Registrable Securities 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 cannot be made (other than during an Allowable Grace Period (as defined
in Section 3(j)) pursuant to such Registration Statement (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 an
amount in cash equal to one percent (1%) of the aggregate Warrant Subscription Amount and Warrant
Exercise Amount that has actually been paid by such Holder in respect of its Registrable Securities
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) when declared effective or at any time thereafter 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
previously included in the initial Registration Statement 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, employees and affiliates 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,
employees and affiliates 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 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 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 (i.e., the sale price of the Warrant Shares,
less the related selling costs and commissions and the exercise price of the Warrants) 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 3.2(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:

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




Lagunitas Partners LP


Name of Purchaser




/s/ Jon D. Gruber




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Gruber & McBaine Cap Mgmt




Title: General Partner




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




Jon D. & Linda W. Gruber Trust


Name of Purchaser




/s/ Jon D. Gruber




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Jon D. Gruber




Title: Trustee




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




Capital Ventures International


Name of Purchaser




/s/ Michael L. Spolan




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Michael L. Spolan




Title: 




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




Octagon Capital Partners


Name of Purchaser




/s/ Steven Hart




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Steven Hart




Title: General Partner




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




Heller Capital Investments


Name of Purchaser




/s/ Ronald I. Heller




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Ronald I. Heller




Title: CIO




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




Kaia Investment Management LLC






Name of Purchaser




/s/ Oded Levy




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Oded Levy




Title: Managing Partner




Its:     




	 	 	 	(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




Marea Master Fund Ltd.


Name of Purchaser




/s/ Aaron Chan




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Aaron Chan




Title: 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




North Point Partners I, LLC






Name of Purchaser




/s/ Peter Imber




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Peter Imber




Title: Managing Member




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




Cardinal Bear LLC






Name of Purchaser




/s/ Michael F. Baxter




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Michael F. Baxter




Title: Member




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




Gerald Catenacci


Name of Purchaser




/s/ Debra Jennings




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Debra Jennings




Title: CFO & CCO




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




Gerald Catenacci


Name of Purchaser




/s/ Debra Jennings




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Debra Jennings




Title: CFO & CCO




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




Gerald Catenacci


Name of Purchaser




/s/ Debra Jennings




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Debra Jennings




Title: CFO & CCO




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




UBS O’Connor LLC f/o/o: O’Connor Pipes






Corporate Strategies Master Limited


Name of Purchaser




/s/ Jeffrey F. Putman




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Jeffrey F. Putman




Title: Executive Director




Its:     




	 	 	 	(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




Todd Binden


Name of Purchaser




/s/ Todd Binden




	 	 	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)




16









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




PURCHASER




Asgard Partners, LP


Name of Purchaser




/s/ Ron Silverton




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Ron Silverton




Title: 




Its: Managing Member




	 	 	 	(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




Buckland Partners Focus Fund LP


Name of Purchaser




/s/ James A. Shifren




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: James A. Shifren




Title: Principal




Its: Member of General Partner




	 	 	 	(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




The Canyon Value Realization


Fund (Cayman), Ltd.


Name of Purchaser




/s/ Joshua S. Friedman




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Joshua S. Friedman




Title: Managing Partner of Canyon Capital




Advisors LLC




Its: Investment Advisor




	 	 	 	(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




Canyon Value Realization MAC 18 Ltd.


Name of Purchaser




/s/ Joshua S. Friedman




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Joshua S. Friedman




Title: Managing Partner of Canyon Capital




Advisors LLC




Its: Investment Advisor




	 	 	 	(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




Canyon Value Realization Fund, L.P.


Name of Purchaser




/s/ Joshua S. Friedman




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Joshua S. Friedman




Title: Managing Partner of Canyon Capital




Advisors LLC




Its: Investment Advisor




	 	 	 	(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




Chesapeake Partners Limited Partnership


Name of Purchaser




/s/ Mark Lerner




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Mark Lerner




Title: Member, CP Management LLC




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




Chesapeake Partners International Ltd. 


Name of Purchaser




/s/ Mark Lerner




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Mark Lerner




Title: Member, CP Management LLC




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




Del Rey Management, L.P.


Name of Purchaser




/s/ Gregory A. Bied




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Gregory A. Bied




Title: Managing Partner




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




Bear Stearns Sec Corp. fbo J. Steven


Emerson Roth IRA


Name of Purchaser




/s/ J. Steven Emerson




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser





	 	 	 
	Printed Name: J. Steven Emerson

	 

	Title: Pro Investor

	 

	Its:

	 	Sole Beneficiary, self dir. IRA
	 

	 	 







	 	 	 	(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




Bear Stearns Sec Corp. fbo J. Steven


Emerson Roth IRA R/O II


Name of Purchaser




/s/ J. Steven Emerson




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser





	 	 	 
	Printed Name: J. Steven Emerson

	 

	Title: Pro Investor

	 

	Its:

	 	Sole Beneficiary, self dir. IRA
	 

	 	 







	 	 	 	(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




Enable Growth Partners LP


Name of Purchaser




/s/ Brendan O’Neil




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Brendan O’Neil




Title: Principal and Portfolio Manager




Its: 




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




27









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




PURCHASER




Alan Weichselbaum — Gimmel Partners


Name of Purchaser




/s/ Alan Weichselbaum




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Alan Weichselbaum




Title: Managing Member




Its: 




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




28









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




PURCHASER




Strata Capital


Name of Purchaser




/s/ Steve Bardack




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Steve Bardack




Title: President




Its: 




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




29









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




PURCHASER




Karnack Partners


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)




30









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




PURCHASER




Ermitage Selz Fund Limited


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)




31









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)




32









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




PURCHASER




Kirsch-Cassis PSP


Name of Purchaser




/s/ Bernard Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bernard Selz




Title: Trustee




Its: 




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




33









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




PURCHASER




Selz Foundation


Name of Purchaser




/s/ Bernard Selz




	 	 	Signature of Purchaser or by Authorized Person
executing for Purchaser






Printed Name: Bernard Selz




Title: President




Its: 




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




34









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.



35



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 December
10, 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:




37










	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?






Yes No




	 	 	 	Note: 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:




38










	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.



39



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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