REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of November 6, 1995 between AUTOTOTE
CORPORATION, a Delaware corporation (the "Company"), and HARTFORD STOCK FUND and
HARTFORD ADVISERS FUND (together, the "Funds").
Concurrently with the execution and delivery hereof, the parties have entered into an Agreement dated as of the
date hereof (the "PIK Agreement"), pursuant to which the Company has agreed to pay the interest due on each
of August 15, 1995 and February 15, 1996 on the Company's outstanding 5-1/2% Convertible Subordinated
Debentures due 2001 (the "Debentures") by issuing shares of its Class A Common Stock, $.01 par value ("Class
A Stock"), in lieu of cash, all upon the terms and subject to the conditions provided therein. To induce the Funds
to enter into the PIK Agreement, the Company has agreed to provide the registration rights set forth in this
NOW, THEREFORE, the parties hereto hereby agree as follows:
As used in this Agreement, the following capitalized terms shall have the following meanings:
BT Shares: Shares of common stock of the Company issued or issuable pursuant to the warrants heretofore
issued to Bankers Trust Company and others pursuant to a Warrant Agreement dated as of September 14,
Business Day: Each day that is not a Saturday or Sunday or a day on which banks located in the City of New
York are authorized or required to be closed.
Commission: The Securities and Exchange Commission.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Holders: The Funds (so long as they continue to hold Registrable Securities) and any subsequent transferee of
Registrable Securities to which the registration rights granted hereunder are assigned in accordance with Section
Interest Shares: (i) Shares of Class A Stock issued by the Company to the Funds in satisfaction of interest due on
August 15, 1995 or February 15, 1996 on the Debentures, and (ii) any securities issued by t