SECURITY AGREEMENTSecurity Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SECURITY AGREEMENT, dated as of March 31, 2006 (this “Agreement”), among Las Vegas Gaming, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Senior Secured Notes due January 1, 2008 in the original aggregate principal amount of $5,000,000 (the “Notes”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
SUBSIDIARY GUARANTEE, dated as of March 31, 2006, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Las Vegas Gaming, Inc., a Nevada corporation (the “Company”) and the Purchasers.
ASSIGNMENT AGREEMENTAssignment Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This ASSIGNMENT AGREEMENT dated as of July 7th, 2006 (the “Agreement”), is between Adline Network, LLC (“Shareholder”) and Las Vegas Gaming, Inc. (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) is made this 1st day of April 2006 by and between JMC Investments, LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of June, 2002, by and among Las Vegas Gaming, Inc., a Nevada corporation (“Buyer”), Imagineering Systems, Inc. a Nevada corporation (the “Company”), Ron Mach and Alicia Mach (collectively, the “Machs”) and Bill Williams (“Williams,” and collectively with the Machs, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the “Purchase Agreement”).
GAMBLER’S BONUS SWEEPSTAKES AGREEMENTSweepstakes Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
This Sweepstakes Agreement (the “Agreement”) is made and effective as of the 31st day of March, 2005 by and between Las Vegas Gaming, Inc., a Nevada corporation, (“LVGI”) and United Coin Machine Company, a Nevada corporation (“UCMC”), with reference to the following:
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
THIS CONSULTING AGREEMENT (“Agreement”) is made this 31st day of March 2005 by and between Michael Shillan/Shillan Co., LLC (“Consultant”) and Las Vegas Gaming, Inc. (“Company”). This Agreement supersedes all previous arrangements between the parties.
COMMON STOCK PURCHASE WARRANT To Purchase 2,500,000 Shares of Common Stock of Las Vegas Gaming, Inc.Security Agreement • July 19th, 2006 • Las Vegas Gaming Inc • Games, toys & children's vehicles (no dolls & bicycles)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CAMOFI Master LDC (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 Las Vegas Gaming, Inc., a Nevada corporation (the “Company”), 2,500,000 shares (the “Warrant Shares”) of Common Stock, $0.001 par value, 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).
