AGREEMENT AND PLAN OF MERGER among LAS VEGAS GAMING, INC. "LVGI" LAS VEGAS TWIN, INC. "LV TWIN" TRIPLE WIN IN NEVADA, INC. "TRIPLE WIN" and ROBERT G. DUCAJ, II, JOHN MULLIGAN, LETA K. MULLIGAN AND MICHAEL CASSIDY "Shareholders" AGREEMENT AND PLAN OF...Agreement and Plan of Merger • May 20th, 2003 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2006 between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and CAMOFI Master LDC (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SECURITY AGREEMENT, dated as of March 31, 2006 (this “Agreement”), among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due January 1, 2008 in the original aggregate principal amount of $5,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2008, between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of LAS VEGAS GAMING, INC.Las Vegas Gaming Inc • November 19th, 2007 • Games, toys & children's vehicles (no dolls & bicycles)
THIS CERTIFIES that, for value received, __________________ (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after _______________________ (the “Initial Exercise Date”) and on or prior to the close of business on ______________________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Las Vegas Gaming, Inc., a corporation incorporated in Nevada (the “Company”), up to ______________________ (______) shares (the “Warrant Shares”) of $.001 par value Common Stock of the Company (the “Common Stock”). The purchase price of the Common Stock (the “Exercise Price”) under this Warrant shall be $_____ per share.
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SUBSIDIARY GUARANTEE, dated as of March 31, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITY AGREEMENTSecurity Agreement • May 12th, 2010 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Security Agreement (this “Agreement”), is dated as of November 5, 2009, made by LAS VEGAS GAMING, INC., a Nevada corporation (the “Grantor”), in favor of Gaming Arts, LLC, a Nevada limited liability company (the “Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 24th, 2005 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 14th day of January, 2005, by and among LAS VEGAS GAMING, INC., a Nevada corporation ("LVGI"), LAS VEGAS GAMING MERGER SUB, INC., a Nevada corporation ("LVMS"), ADLINE GAMING INC., a Georgia corporation (“AGI”) and ADLINE NETWORK, LLC, a Georgia Limited Liability Company, the sole shareholder of AGI ("Shareholder").
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 23rd, 2010 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Stock Repurchase Agreement (“Agreement”) is entered into as of January 1, 2010 (the “Effective Date”), by and between LAS VEGAS GAMING, INC., a Nevada corporation (the “Company”) and TRIANGLE HOLDINGS VI LLC, an Oregon limited liability company (“Seller”).
ASSIGNMENT AGREEMENTAssignment Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This ASSIGNMENT AGREEMENT dated as of July 7th, 2006 (the “Agreement”), is between Adline Network, LLC (“Shareholder”) and Las Vegas Gaming, Inc. (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) is made this 1st day of April 2006 by and between JMC Investments, LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”).
ASSET ACQUISITION AGREEMENT by and between LAS VEGAS GAMING, INC., LAS VEGAS GAMING ACQUISITION CORP. and ADLINE NETWORK HOLDINGS INC and ADLINE MEDIA LLC, ADLINE NETWORK LLC, FREEVIEW NETWORK LLC, SAM JOHNSON and LARRY L. ENTERLINEAsset Acquisition Agreement • October 3rd, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This ASSET ACQUISITION AGREEMENT (together with the Exhibits attached hereto, the “Agreement”), dated as of September 29, 2008 (“Effective Date”), by and between Las Vegas Gaming Acquisition Corp. a Nevada corporation (the “Acquirer” or “LVGAC” as defined in Section 1.01), Las Vegas Gaming, Inc., a Nevada corporation (“LVGI” as defined in Section 1.01) and Adline Network Holdings Inc, a Georgia corporation (“Adline” or the “Transferor” as defined in Section 1.01) and Adline Media LLC, a Georgia limited liability company, Adline Network LLC, a Georgia limited liability company, and Freeview Network LLC, a Georgia limited liability company, Sam Johnson, an individual residing in Nevada, and Larry L. Enterline, an individual residing in Texas (collectively, the “Additional Parties”) (additional terms used in this Agreement are defined or otherwise referenced in Section 1.01):
AGREEMENT FOR SET UP AND OPERATION OF KENO ROUTE BETWEEN BILL WILLIAMS AND CARL CONTI (collectively "Operators") AND LAS VEGAS GAMING, INC., a Nevada Corporation ("Las Vegas Gaming") __________________________________________________________________...Agreement • April 17th, 2000 • Las Vegas Gaming Inc
Amendment No. 1 to Security AgreementSecurity Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
AMENDMENT NO. 1, dated as of April 30, 2008 (this “Amendment”), to the Security Agreement, dated as of March 31, 2006, among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company, and the holder or holders of the Company’s Senior Secured Notes due January 1, 2010 in the original aggregate principal amount of $5,000,000, signatory thereto, their endorsees, transferees and assigns (the “Security Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of June, 2002, by and among Las Vegas Gaming, Inc., a Nevada corporation (“Buyer”), Imagineering Systems, Inc. a Nevada corporation (the “Company”), Ron Mach and Alicia Mach (collectively, the “Machs”) and Bill Williams (“Williams,” and collectively with the Machs, the “Stockholders”).
SIXTH AMENDMENT TO AGREEMENTSixth Amendment to Agreement • September 30th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Sixth Amendment to Agreement (this “Amendment”) is made and entered into to be effective as of September 24, 2008, by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (“IGT”).
SATISFACTION AND TERMINATION AGREEMENTSatisfaction and Termination Agreement • October 28th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Satisfaction and Termination Agreement (this “Agreement”), is made and entered into as of October 24, 2008 (the “Effective Date”), by and among Las Vegas Gaming, Inc. a Nevada corporation (the “Company”), CAMOFI MASTER LDC, a Cayman Islands limited duration company (“CAMOFI” or “Holder”), Imagineering Gaming, Inc., a Nevada corporation (“IGI”), and Las Vegas Keno, Inc., a Nevada corporation (“LVKI”).
AGREEMENT FOR ASSIGNMENT OF RIGHTS BETWEEN KENO INTERNATIONAL, INC., a Nevada Corporation ("Keno International") AND LAS VEGAS GAMING, INC., a Nevada Corporation ("Las Vegas Gaming") __________________________________________________________________...Agreement for Assignment of Rights • June 19th, 2000 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
PATENT SECURITY AGREEMENTPatent Security Agreement • May 12th, 2010 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Patent Security Agreement (this “Agreement”), is dated as of May 22, 2009, by LAS VEGAS GAMING, INC., a Nevada corporation (the “Grantor”), in favor of IGT, a Nevada corporation (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the “Purchase Agreement”).
RETROFIT LICENSE AGREEMENTRetrofit License Agreement • November 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Retrofit License Agreement (the “Agreement”) is made and entered into as of this September 30, 2008 (the “Effective Date”), by and between Las Vegas Gaming, Inc., (LVGI), a Nevada corporation, with a primary business address of 4000 West Ali Baba Lane, Las Vegas, Nevada 89118, and IGT (IGT), a Nevada corporation with a primary business address of 9295 Prototype Drive, Reno, NV 89521 (each a “Party” and collectively the “Parties”).
CLOSING AGREEMENT FOR STOCK PURCHASEClosing Agreement for Stock Purchase • August 19th, 2003 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS CLOSING AGREEMENT FOR STOCK PURCHASE (the “Agreement”) is made and entered into as of this 1 st day of July, 2003, by and among Las Vegas Gaming, Inc., a Nevada corporation (“Buyer”), Imagineering Systems, Inc. a Nevada corporation (the “Company”), Ron Mach and Alicia Mach (collectively, the “Machs”) and Bill Williams (“Williams,” and collectively with the Machs, the “Stockholders”).
FIRST ADDENDUM TO INTELLECTUAL PROPERTY ACCESS AGREEMENTIntellectual Property Access Agreement • November 23rd, 2009 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This First Addendum to Intellectual Property Access Agreement (the "First Addendum") is made and entered into as of September 4, 2009 to be effective as of June 1, 2009, (the "Effective Date"), by and between Las Vegas Gaming, Inc., (LVGI), a Nevada corporation, with a primary business address of 3980 Howard Hughes Parkway, Suite 450, Las Vegas, Nevada 89169, and IGT (IGT), a Nevada corporation with a primary business address of 9295 Prototype Drive, Reno, NV 89521 (each a "Party" and collectively the "Parties").
FIRST AMENDMENT TO AGREEMENTFirst Amendment to Agreement • August 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This First Amendment to Agreement (this “Amendment”) is made and entered into to be effective as of August 15, 2008, by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (the “IGT”).
GAMBLER’S BONUS SWEEPSTAKES AGREEMENT’s Bonus Sweepstakes Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Sweepstakes Agreement (the “Agreement”) is made and effective as of the 31st day of March, 2005 by and between Las Vegas Gaming, Inc., a Nevada corporation, (“LVGI”) and United Coin Machine Company, a Nevada corporation (“UCMC”), with reference to the following:
FIFTH AMENDMENT TO AGREEMENTTo Agreement • September 23rd, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Fifth Amendment to Agreement (this “Amendment”) is made and entered into to be effective as of September 18, 2008, by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (“IGT”).
SECOND AMENDMENT TO AGREEMENTSecond Amendment to Agreement • August 27th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Second Amendment to Agreement (this “Amendment”) is made and entered into to be effective as of August 15, 2008, by and among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), and IGT, a Nevada corporation (“IGT”).
TECHNOLOGY ROYALTY AGREEMENTTechnology Royalty Agreement • August 19th, 2009 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Agreement is between Perfect Storm Software, LLC (“The Developer”) whose address is 695 Kentons Run Avenue, Henderson, NV 89052 and Las Vegas Gaming, Inc. (“The Recipient”), a Nevada corporation having a principal place of business located at 3980 Howard Hughes Parkway, Suite 450, Las Vegas, NV 89169.
LICENSE AND APPLICATION SUPPORT AGREEMENTLicense and Application Support Agreement • November 19th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This License and Application Support Agreement (the “LASA”) is made and entered into as of this September 30, 2008 (the “Effective Date”), by and between Las Vegas Gaming, Inc., (LVGI), a Nevada corporation, with a primary business address of 4000 West Ali Baba Lane, Las Vegas, Nevada 89118, and IGT (IGT), a Nevada corporation with a primary business address of 9295 Prototype Drive, Reno, NV 89521 (each a “Party” and collectively the “Parties”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 12th, 2010 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Trademark Security Agreement (this “Agreement”), is dated as of May 22, 2009, made by LAS VEGAS GAMING, INC., a Nevada corporation (the “Grantor”), in favor of IGT, a Nevada corporation (the “Lender”).
IGT-LVGI BINDING TERM SHEETLas Vegas Gaming Inc • April 8th, 2009 • Games, toys & children's vehicles (no dolls & bicycles)
This binding term sheet (“Term Sheet”) sets forth the agreement of the parties with regard to a second proposed investment transaction (“Second Investment Transaction”) between IGT (“IGT”) and Las Vegas Gaming, Inc. (“LVGI”).
INVESTMENT AGREEMENTInvestment Agreement • October 7th, 2008 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 27th, 2009 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Asset Purchase Agreement (the “Agreement”) is entered into as of August 19, 2009 (the “Effective Date”), between Las Vegas Gaming Inc., a Nevada corporation (“Seller”) and Gaming Arts, LLC, a Nevada limited liability company (“Buyer”). Seller and Buyer are individually referred to as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 20th, 2009 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Asset Purchase Agreement (the "Agreement") is entered into as of November 4, 2009, between Las Vegas Gaming Inc., a Nevada corporation ("Seller") and Session Gaming, LLC, a Nevada limited liability company ("Buyer"). Seller and Buyer are individually referred to as a "Party" and collectively as the "Parties."
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) is made this 31st day of March 2005 by and between Michael Shillan/Shillan Co., LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”). This Agreement supersedes all previous arrangements between the parties.
