Lightning Gaming, Inc. Right to Purchase Shares (Subject to Adjustment) Warrant for StockWarrant Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software
Lightning Gaming, Inc., a Nevada corporation (hereinafter referred to as the “Company”), hereby certifies that, for value received,
Lighting Gaming, Inc. Amendment No. 1 to Warrant for StockWarrant for Stock • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania
This AMENDMENT NO. 1 TO WARRANT FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Delaware limited partnership, and is attached to and made a part of the Warrant (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.
ContractSecurities Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE 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, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 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 OR (II) RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES..
ContractWarrant for Stock • June 29th, 2011 • 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.
Lighting Gaming, Inc. Amendment No. 1 to Warrant for StockWarrant for Stock • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania
This AMENDMENT NO. 1 TO WARRANT FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Delaware limited partnership, and is attached to and made a part of the Warrant (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.
ContractDebt Conversion Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada
ContractWarrant for Stock • June 29th, 2011 • 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.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada
This INVESTOR RIGHTS AGREEMENT, dated as of June 23, 2011 (this “Agreement”), is made and entered into by and among Lightning Gaming, Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Investors attached hereto as Schedule A (which persons and entities are collectively referred to as “Investors” and each individually as an “Investor”).
ContractOmnibus Allonge to Promissory Notes • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software
Lighting Gaming, Inc. Omnibus Amendment to Warrants for StockOmnibus Amendment to Warrants for Stock • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania
This OMNIBUS AMENDMENT TO WARRANTS FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Pennsylvania limited partnership, and is attached to and made a part of each of the Warrants (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrants.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated June 23, 2011, is made and entered into by and among Lightning Gaming, Inc., a Nevada corporation (“LGI”); Lightning Poker, Inc., a Pennsylvania corporation (“LP” and together with LGI, the “Lightning Parties”); and Stewart J. Greenebaum, LLC, a Maryland limited liability company (“Purchaser” and together with the Lightning Parties, the “Parties,” and each of the foregoing, a “Party”).
