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
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
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”).
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”).
