Contract
Exhibit 10.19
FIRST
AMENDMENT TO LOAN AGREEMENT
THIS
FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made and entered
into as of the 12th day of
April, 2007, by and among Lightning Poker, Inc., a Pennsylvania corporation (the
“Company”) and The Co-Investment Fund II, L.P. (the “Lender”).
WITNESSETH:
WHEREAS,
the Company and the Lender have heretofore entered into a Loan Agreement dated
as of January 31, 2007 (the “Loan Agreement”); (ii) a Security Agreement dated
as of January 31, 2007 (the “Security Agreement”); (iii) an Intellectual
Property Security Agreement for Patents and Trademarks dated as of January 31,
2007 (the “Intellectual Property Security Agreement for Patents and
Trademarks”); and (iv) an Intellectual Property Security Agreement for
Copyrights and Mask Works dated January 31, 2007 (the “Intellectual Property
Security Agreement for Copyrights and Mask Works”) (the Loan Agreement, Security
Agreement, the Intellectual Property Security Agreement for Patents and
Trademarks and the Intellectual Property Security Agreement for Copyrights and
Mask Works are sometimes hereinafter referred to collectively as the “Loan
Documents”); and
WHEREAS,
the Company and the Lender desire to amend the Loan Agreement to provide for the
additional loan set forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the
parties hereinafter set forth, and intending to be legally bound hereby, the
parties agree as follows:
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1.
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Defined
Terms. All capitalized terms used in this Amendment and
not defined herein shall have the meanings given to them in the Loan
Agreement.
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2.
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Loan. Subject
to the terms and conditions set forth in this Amendment and the Loan
Agreement, the Lender agrees to loan to the Company the additional
principal amount of $500,000 (the “Additional Loan”). The
Additional Loan will be evidenced by the Company’s Promissory Note in
substantially the form attached hereto as Exhibit
A. The Additional Loan shall be secured by the Security
Agreement, the Intellectual Property Security Agreement for Patents and
Trademarks and the Intellectual Property Security Agreement for Copyrights
and Mask Works (collectively, the “Security Agreements”), and the Lender
shall be entitled to, and shall enjoy, all of the rights, benefits and
privileges of the Lender under the Security
Agreements.
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3.
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Making of Additional
Loans. Subject to the conditions set forth herein and in
the Loan Agreement, the Lender shall advance the Additional Loan to the
Company on the date hereof (the “Closing
Date”).
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1
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4.
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Warrants.
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(a)
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As
partial consideration for the Additional Loan, the Company shall issue to
the Lender on the Closing Date, a warrant to purchase $250,000 worth of
the shares of the Company’s capital stock issued in the next equity
financing (“Stock”) in substantially the form attached as Exhibit B (the
“Warrants”).
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(b)
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The
Company and the Lender hereby agree that the entire issue price of the
Note and the Warrants issued hereunder shall be allocated to the Note for
the purposes of Treasury Regulation Section
1.1273-2(h).
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5.
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Financing Statements
and Governmental Filings. The Company agrees to execute
all financing statements and other governmental filings describing the
property in which the Lender has a security interest under the Security
Agreements. The Company irrevocably appoints the Lenders’ Agent
(as defined in the Loan Agreement) as its agent and attorney to execute
any such financing statements and other governmental filings in the
Company’s name. The Company further agrees that a carbon,
photographic or other reproduction of a financing statement or other
governmental filing, or the Security Agreements, shall be sufficient as a
financing statement or other governmental filing, as the case may be, and
may be filed.
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6.
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Expenses. Each
party hereto shall bear its own costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of this
Amendment and the transactions contemplated hereby, except that the
Company shall pay the reasonable fees and disbursements of Xxxxxxxx
Xxxxxxxxx & Xxxxxx, PC, counsel to the
Lender.
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7.
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Lender’s Closing
Conditions. The obligation of the Lender to make the
Additional Loan is subject to the performance by the Company of its
obligations under the Loan Documents and to the satisfaction of the
following further conditions on or prior to the date of the making of the
Additional Loan:
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(a)
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Except
as set forth on Schedule I
hereto, the representations and warranties of the Company set forth in
Section 5 of the Loan Agreement shall be true and correct on the Closing
Date.
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(b)
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The
Company shall have executed and delivered to the Lender this
Amendment.
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(c)
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The
Company shall have executed and delivered to the Lender the Note in the
principal amount of the Lender’s Additional
Loan.
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(d)
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The
Company shall have executed and delivered to the Lender the Warrants
evidencing the right to purchase the number of shares of Stock set forth
in Section 4 hereof.
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2
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8.
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Company’s Closing
Conditions. The obligations of the Company hereunder are
subject to the performance by the Lender of its obligations under the Loan
Documents and to the satisfaction of the following further
conditions;
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(a)
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The
Lender shall have delivered to the Company by check or wire transfer, in
immediately available funds, an amount equal to the principal amount of
the Lender’s Additional Loan.
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(b)
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The
Lender shall have executed and delivered to the Company this
Amendment.
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(c)
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The
representations and warranties of the Lender set forth in Section 6 of the
Loan Agreement shall be true and correct on the Closing
Date.
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9.
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Loan Documents.
Except as expressly amended by the terms of this Amendment, all of the
terms, conditions and provisions of the Loan Documents shall remain in
full force and effect and shall be fully applicable to the Additional
Loan. The Lender shall be entitled to, and shall enjoy, all of
the rights, privileges, and benefits of the Loan Documents with respect to
the Additional Loan as fully as the original Loan under the Loan
Documents.
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WITNESS
the due execution of this Amendment as of the day and year first above
written.
LIGHTNING
POKER, INC.
By:
Title:_____________________________________
LENDER
THE
CO-INVESTMENT FUND II, L.P.
By: Co-Invest
Management II, L.P.
its general partner
By: Co-Invest
Capital Partners, Inc.
its general partner
By:___________________________________
Title:__________________________________
3
Schedule
I
Schedule of
Exceptions
4
EXHIBIT
A
Promissory
Note
5
EXHIBIT
B
Warrant
