0000890163-10-000072 Sample Contracts

Warrant for Greenebaum
Warrant Agreement • March 25th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

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Warrant for CI2
Warrant for Stock • March 25th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 25th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This Note and Warrant Purchase Agreement (this “Agreement”), effective as of March 19, 2010, by and between SIG Strategic Investments, LLLP, a Delaware limited liability limited partnership (the “Seller”), The Co-Investment Fund II LP, a Delaware limited partnership (“CI II”), Stewart J. Greenebaum, LLC, a Delaware limited liability company (“Greenebaum” and, together with CI II, the “Purchasers”), and Lightning Gaming, Inc., a Nevada corporation (the "Company").

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