EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 27, 2005 among Spectre Gaming, Inc., a Minnesota corporation (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • October 28th, 2005 • Spectre Gaming Inc • Services-telephone interconnect systems
ARTICLE I DEFINITIONSSecurities Purchase Agreement • October 28th, 2005 • Spectre Gaming Inc • Services-telephone interconnect systems • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 2nd, 1997, by and between OneLink Communications, Inc., a Minnesota corporation (the "Company"), and Paul Lidsky, an individual resident of the State of...Employment Agreement • March 31st, 1998 • Onelink Communications Inc • Services-telephone interconnect systems • Minnesota
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • October 28th, 2005 • Spectre Gaming Inc • Services-telephone interconnect systems
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 17, 2006 among Spectre Gaming, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
VARIABLE RATE CONVERTIBLE DEBENTURE DUE FEBRUARY 18, 2009Convertible Security Agreement • August 21st, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • New York
THIS VARIABLE RATE CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Convertible Debentures of Spectre Gaming, Inc., a Minnesota corporation, having its principal place of business at 14200 23rd Avenue North, Minneapolis, Minnesota 55447 (the “Company”), designated as its Variable Rate Convertible Debenture due February 18, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 17, 2006, among Spectre Gaming, Inc., a Minnesota corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CINCINNATI BELL TELEPHONE CONTRACT NO. CBT-1228Telecommunications • November 13th, 1998 • Onelink Communications Inc • Services-telephone interconnect systems • Ohio
COMMON STOCK PURCHASE WARRANT To Purchase _____ Shares of Common Stock of SPECTRE GAMING, INC.Security Agreement • August 21st, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spectre Gaming, Inc., a Minnesota corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT To Purchase 1,260,000 Shares of Common Stock of SPECTRE GAMING, INC.Securities Agreement • July 10th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Rockmore Investment Master Fund Ltd. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spectre Gaming, Inc., a Minnesota corporation (the “Company”), up to 1,260,000 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 10, 2004, by and among Spectre Gaming, Inc., a Minnesota corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), and Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“Whitebox”) (Pandora and Whitebox are individually referred to as the “Investor” and together as the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • June 8th, 2007 • Spectre Gaming Inc • Services-miscellaneous amusement & recreation
This Consulting Agreement (the “Agreement”), effective as of this 22nd day of May, 2007 (the “Effective Date”) is entered into by and between, New Castle Consulting, LLC (herein referred to as the “Consultant”) and Spectre Gaming, Inc. (herein referred to as the “Company”).
PURCHASE AGREEMENTPurchase Agreement • September 16th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 10th day of September, 2004, by and among Spectre Gaming, Inc., a Minnesota corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), and Whitebox Intermarket Partners L.P., a British Virgin Islands limited Partnership (“Whitebox”) (Pandora and Whitebox are individually referred to as the “Purchaser” and together as the “Purchasers”).
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • March 28th, 2005 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
This Amendment to Secured Promissory Note (this “Amendment”) is entered into on this 10th day of March, 2005, by and between Spectre Gaming, Inc., a Minnesota corporation (“Maker”), and Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership or its assigns (“Payee”), to amend, as hereinafter set forth, the terms of that certain Secured Promissory Note of the Maker, in the amount of $750,000, delivered in favor of Payee on September 10, 2004 (the “Note”).
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • January 18th, 2007 • Spectre Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
This Development and License Agreement (“Agreement”) is entered into effective as of May 15, 2006, by and between Spectre Gaming, Inc., a Minnesota corporation and having a principal place of business at 14200 23rd Avenue N., Minneapolis, Minnesota 55447 (“Spectre”), and Global Gaming Group, Inc., a Nevada corporation and having a principal place of business at 3035 East Patrick Lane Suite 14, Las Vegas, Nevada 89120 (“G3”).
ContractUnsecured Term Promissory Note • April 17th, 2007 • Spectre Gaming Inc • Services-miscellaneous amusement & recreation • Minnesota
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Amendment No. 1 To Employment AgreementEmployment Agreement • April 2nd, 2001 • Onelink Inc • Services-telephone interconnect systems
THIS AMENDMENT NO. 1 dated as of December 12, 2000 between OneLink, Inc., a Minnesota corporation (formerly known as “OneLink Communications, Inc., the “Company”) and Paul Lidsky, an individual resident of the State of Minnesota (the ”Executive”).
ContractWarrant Agreement • December 2nd, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED BOTH WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND WITH ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH RE
LICENSE AGREEMENTLicense Agreement • August 13th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is made as of the 30th day of June 2004, by and between BALLY GAMING INC., a Nevada corporation, with offices at 6601 South Bermuda Road, Las Vegas, Nevada 89119 (“Licensor” or “Bally”) and SPECTRE GAMING, INC. a Minnesota corporation, with offices at 1466 Pioneer Way, El Cajon, Ca 92020 (“Licensee”). Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
This Subscription Agreement is made effective this day of , 200 , by and between Spectre Gaming, Inc. (the “Company”), and and (if joint investor) (the “undersigned”) in connection with the private placement offering of shares of common stock of the Company (the “Shares”), together with warrants to purchase additional shares of the Company’s common stock at a purchase price of $3.75 per share (the “Warrant,” and hereinafter collectively referred to with the Shares as the “Units”), having a maximum aggregate value of $10 million (the “Offering”). Notwithstanding the foregoing, the Company may in its sole discretion increase the maximum aggregate value of Units in the Offering. The undersigned understands and acknowledges that the Company has the right to reject any subscription, in whole or in part, for any reason, and that the Company will promptly return the funds delivered herewith, without interest or deduction, if this subscription is rejected or if the Offering is otherwise termin
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
This Consulting Agreement (the “Agreement”) is entered into as of September 13, 2006, by and between Russell C. Mix (“Consultant”), whose principal address is ______________________, and Spectre Gaming, Inc., a Minnesota corporation (the “Company”), with its principal place of business located at 14200 23rd Avenue N., Minneapolis, Minnesota 55447. The parties are entering into this Agreement in connection with that certain Separation and Release Agreement by and between the parties and of even date herewith (the “Separation Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of , 2004, by and among Spectre Gaming, Inc., a Minnesota corporation (the “Company”), and the investors signatory to this Agreement (collectively, the “Investors”).
FORM OF] STOCK OPTION AGREEMENTStock Option Agreement • November 14th, 2006 • Spectre Gaming Inc • Services-miscellaneous amusement & recreation
This Stock Option Agreement, made effective as of _____________, is by and between Spectre Gaming, Inc. (the “Company”), and _____________, an ____________ of the Company (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Oklahoma
THIS EMPLOYMENT AGREEMENT is made and entered into on March 4, 2004 (the “Effective Date”), by and between Spectre Gaming, Inc., a Minnesota corporation located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402 (the “Company”), and Gary Watkins, residing at 1611 S. Yutica, No. 194, Tulsa, Oklahoma 79104 (the “Executive”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 13th, 2002 • Onelink Inc • Services-telephone interconnect systems • Washington
This Asset Purchase Agreement (the “Agreement”) is dated June 28, 2002, by and between CallVision, Inc., a Washington corporation (the “Buyer”), and OneLink, Inc., a Minnesota corporation (the “Seller”).
REDEMPTION TECHNOLOGY AND SUPPLY AGREEMENTRedemption Technology and Supply Agreement • June 22nd, 2005 • Spectre Gaming Inc • Services-telephone interconnect systems • Nevada
This redemption techonology and supply Agreement (this “Agreement”) is entered into effective May 24, 2005 (“Effective Date”), by and between Bally Gaming Inc., a Nevada corporation (“Bally”) and Spectre Gaming, Inc., a Minnesota corporation (“Spectre”). Bally and Spectre may be referred to individually as a “Party” and collectively as the “Parties.”
TECHNOLOGY AGREEMENTTechnology Agreement • July 6th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • Nevada
This techonology Agreement (this “Agreement”) is entered into effective June 28, 2006 (“Effective Date”), by and between Bally Gaming Inc., a Nevada corporation (“Bally”) and Spectre Gaming, Inc., a Minnesota corporation (“Spectre”). Bally and Spectre may be referred to individually as a “Party” and collectively as the “Parties.”
STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems
This Stock Option Agreement (the “Agreement”) is made and entered into as of September 12, 2006, by and between Spectre Gaming, Inc., a Minnesota corporation (the “Company”), and Russell C. Mix (“Mix”). The parties have previously entered into that certain Stock Option Agreement dated on or about March 22, 2004 (the “Prior Agreement”), pursuant to which the Company granted Mix options to purchase up to 600,000 shares of the Company’s common stock at $1.50 per share. The Prior Agreement will be terminated pursuant to a Separation and Release Agreement in final form mutually acceptable to the parties.
ONELINK, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 2nd, 2001 • Onelink Inc • Services-telephone interconnect systems • Minnesota
THIS AGREEMENT is made by and between OneLink, Inc., a Minnesota corporation (hereinafter called the “Company”) and Kaye O’Leary, (the “Executive”), as of the 12th day of December, 2000 (the “Effective Date”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 18th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
This Separation and Release Agreement (the “Agreement”) is entered into as of September 13, 2006, by and among Russell C. Mix (“Mix”), and Spectre Gaming, Inc., a Minnesota corporation (the “Company”), with respect to the separation of Mix from employment with the Company and the termination of certain obligations among the parties.
SIXTH AMENDMENT TO REDEMPTION TECHNOLOGY AND SUPPLY AGREEMENTRedemption Technology and Supply Agreement • April 28th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems
Bally and Spectre acknowledge and agree that the following provisions listed immediately below in Part II of this Sixth Amendment shall only become effective between the parties and amend the Amended Agreement on the date that Spectre has strictly met all of the conditions set forth below (the “Conditions”). The Conditions to be satisfied by Spectre are as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
This Employment Agreement is made and entered into on April 16, 2004 (the “Effective Date”), by and between Spectre Gaming, Inc., a Minnesota corporation located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402 (the “Company”), and Russell Mix, with a mailing address of 3100 West Burbank Blvd., Burbank, California 91505 (the “Executive”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • July 6th, 2006 • Spectre Gaming Inc • Services-telephone interconnect systems • Nevada
This Termination and Settlement Agreement (the “Agreement”) is entered into as of June 28, 2006 (the date on which both parties have executed and delivered this Agreement), by and between Spectre Gaming, Inc., a Minnesota corporation (“Spectre”), and Bally Gaming, Inc., a Nevada corporation (“Bally”).
SPECTRE GAMING INC. SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • May 10th, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Oklahoma
THIS SOFTWARE DEVELOPMENT AGREEMENT (the “Agreement”) is made as of March 4, 2004 (the “Effective Date”) between MET Games Inc., a corporation organized under the laws of the State of Oklahoma (“MET”) with a principal place of business located at 1611 S. Utica, #194, Tulsa, Oklahoma 74104, and Spectre Gaming Inc., a corporation organized under the laws of the State of Minnesota (“Spectre”) with a principal place of business located at 800 Nicollet Mall, Suite 2690, Minneapolis, Minnesota 55402. MET and Spectre are individually each a “Party” to this Agreement, and collectively referred to herein as the "Parties.”
SPECTRE GAMING, INC. UNIT PURCHASE WARRANTUnit Purchase Warrant • December 2nd, 2004 • Spectre Gaming Inc • Services-telephone interconnect systems • Minnesota
Spectre Gaming, Inc., a Minnesota corporation (the “Company”), hereby agrees that, for value received, , or its assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time after November 12, 2004, and before 5:00 P.M., Minneapolis, Minnesota time, on November 12, 2009, ( ) units (the “Units”), each unit consisting of one share of the Company’s common stock (the “Common Stock”), and a five-year warrant to purchase an additional share of Common Stock for $3.75 per share (the “Stock Warrant”), at an exercise price of $2.50 per Unit, subject to adjustment as provided herein (the “Exercise Price”).
