REGISTRATION RIGHTS AGREEMENT
Warrants to Purchase 250,000 Shares of Class A Common Stock
Dated as of October 2, 2000
RAMIUS SECURITIES, LLC
WARRANT REGISTRATION RIGHTS AGREEMENT
This WARRANT REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of
October 2, 2000, by and between AUTOTOTE CORPORATION, a Delaware corporation (the "Company"),
and the undersigned (the "Securityholder").
The Securityholder is the beneficial owner of certain Registrable Securities (as defined below) issued by the
Company. The Company and the Securityholder deem it to be in their respective best interests to set forth the
rights of the Securityholder in connection with public offerings and sales of the Registrable Securities.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set
forth, the Company and the Securityholder, intending legally to be bound, hereby agree as follows.
Section 2. Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Affiliate" of any person means any other person who either directly or indirectly is in control of, is controlled by,
or is under common control with such person.
"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which
banking institutions in The City of New York are authorized by law, regulation or executive order to close.
"Common Stock" shall mean the Class A common stock, par value $.01, of the Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended (or any similar successor federal
statute), and the rules and regulations thereunder, as the same are in effect from time to time.
"Holder" shall mean any Person that beneficially owns Registrable Securities, including such successors and
assigns as acquire Registrable Securities, directly or indirectly, from such Person. For purposes of this
Agreement, the Company may deem the r