IRREVOCABLE PROXY AND VOTING AGREEMENT
March 10, 1999
International Game Technology
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Re: Agreement of Significant Stockholders Concerning
Transfer and Voting of Shares of Sodak Gaming, Inc.
I understand that you and Sodak Gaming, Inc. (the
"Company"), of which the undersigned is a significant
stockholder, are prepared to enter into an agreement for the
merger of the Company with and into a wholly-owned subsidiary
("Sub") of Parent, but that you have conditioned your willingness
to proceed with such agreement (the "Agreement") upon your
receipt from me of assurances satisfactory to you of my support
of and commitment to the Merger. I am familiar with the
Agreement and the terms and conditions of the Merger, as approved
by the board of directors of the Company. Terms used but not
otherwise defined herein shall have the same meanings as are
given them in the Agreement. In order to evidence such
commitment and to induce you to enter into the Agreement, I
hereby represent and warrant to you and agree with you as
follows:
1. Voting. I will vote or cause to be voted all shares of
capital stock of the Company owned of record or beneficially
owned or held in any capacity by me or under my control, by proxy
or otherwise, in favor of the Merger and other transactions
provided for in or contemplated by the Agreement and against any
inconsistent proposals or transactions. I hereby revoke any
other proxy granted by me and irrevocably appoint you, during the
term of this letter agreement, as proxy for and on behalf of me
to vote (including, without limitation, the taking of action by
written consent) such shares, for me and in my name, place and
▇▇▇▇▇ for the matters and in the manner contemplated by this
Section 1. This proxy is irrevocable.
2. Ownership. As of the date hereof, my only ownership
of, or interest in, equity securities of the Company, including
proxies granted to me, consists solely of the interests described
in Schedule 1 attached hereto (collectively, the "Shares").
3. Restriction on Transfer. I will not sell, transfer,
pledge or otherwise dispose of any of the Shares or any interest
therein (including the granting of a proxy to any person) or
agree to sell, transfer, pledge or otherwise dispose of any of
the Shares or any interest therein prior to the Merger, without
your express written consent. Any transferee of the Shares must,
as a condition to receipt of such Shares, agree to bound by the
terms hereof.
4. Share Legend. At your request, the following legend
shall be placed on the certificates for the Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A
VOTING AGREEMENT DATED MARCH 10, 1999 BETWEEN
THE REGISTERED HOLDER HEREOF AND
INTERNATIONAL GAME TECHNOLOGY, A COPY OF
WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF INTERNATIONAL GAME TECHNOLOGY.
5. No Solicitation. From the date hereof until the
termination hereof, I will not, directly or indirectly, (i) take
any action to solicit, initiate or encourage any Takeover
Proposal or (ii) engage in negotiations or discussions with, or
disclose any nonpublic information relating to the Company or any
subsidiary of the Company to, or otherwise assist, facilitate or
encourage, any person (other than Parent and Sub) that may be
considering making, or has made, a Takeover Proposal. I will
notify Sub within 24 hours after receipt by me of any Takeover
Proposal or any indication that any such third party is
considering making a Takeover Proposal or any request for
nonpublic information relating to the Company or any subsidiary
of the Company or for access to the properties, books or records
of the Company or any such subsidiary by any such third party
that may be considering making, or has made, a Takeover Proposal.
The foregoing provisions of this Section 5 shall not be construed
to limit actions taken, or to require actions to be taken, by me
that are required or restricted by my fiduciary duties or my
employment duties, or permitted by the Agreement, and that, in
each case, are undertaken solely in my capacity as a director or
officer of the Company.
6. Acknowledgement; Waiver of Claims. The undersigned
acknowledges that you requested the undersigned and three other
stockholders of the Company to provide the agreements contained
in this letter agreement and to agree, if required by you, and
subject to the receipt of all necessary Gaming Approvals, to
purchase the Company's interest in, and to assume the Company's
obligations under, the Louisiana Joint Venture Agreements in
accordance with Section 5.4(a)(iii) of the Agreement. The
undersigned hereby declines to grant to you the right to require
the undersigned to purchase the Company's interest in, and to
assume the Company's obligations under, the Louisiana Joint
Venture Agreements in accordance with Section 5.4(a)(iii) of the
Agreement. The undersigned shall have no claims, and expressly
waives any claim, direct or indirect, derivative or other,
against you, the Company or any such other stockholders arising
out of, related to or based upon the request for such assurances
or agreement, the grant or declination by any stockholder of such
requests, any exercise of your rights under such
Section 5.4(a)(iii) and the transfer resulting therefrom or the
consummation of the transactions contemplated by the Agreement.
7. Effective Date; Succession; Remedies; Termination.
Upon your acceptance and execution of the Agreement, this letter
agreement shall mutually bind and benefit you and me, any of our
heirs, successors and assigns and any of your successors. You
will not assign the benefit of this letter agreement other than
to a wholly owned subsidiary. I agree that in light of the
inadequacy of damages as a remedy, specific performance shall be
available to you, in addition to any other remedies you may have
for the violation of this letter agreement. This letter
agreement (including the proxy granted herein) shall terminate on
the earlier of (i) termination of the Agreement and
(ii) December 31, 1999, or such later date, if any, to which
Parent and the Company agree to extend the date specified in
Section 7.1(e) of the Agreement. The provisions of Section 6
shall survive any such termination and shall be for the benefit
of you, the Company and the other stockholders referred to in
Section 6.
8. Nature of Holdings; Shares. All references herein to
our holdings of the Shares shall be deemed to include Shares held
or controlled by the undersigned, individually, jointly, or in
any other capacity, and shall extend to any securities issued to
the undersigned in respect of the Shares.
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▇▇▇▇▇▇'▇ OPERATING COMPANY,
INC.:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President and Chief
Financial Officer
AGREED:
INTERNATIONAL GAME TECHNOLOGY,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Its: Senior Vice President &
General Counsel
SCHEDULE 1
Class Number of Shares Record Owner Beneficial Owner Proxy Holder
Common 3,192,488 x