ContractCommon Stock Purchase Warrant • September 12th, 2011 • RPG FS Acquisition LTD • Security brokers, dealers & flotation companies
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT 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 AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
To: WIGAM LLC PHS Corporate Services Wilmington, DE 19801, USA Attention: Mr. Ron Lubash Win Gaming Media, Inc. Attention: Mr. Shimon Citron, CEO Dear Sirs:Securities Agreement • September 12th, 2011 • RPG FS Acquisition LTD • Security brokers, dealers & flotation companies
Reference is made to the agreement between Win Gaming Media, Inc. (the “Company”) and WIGAM LLC (“Wigam”) dated August 22, 2011 as filed with the U.S. Securities and Exchange Commission in the Company’s Current Report on Form 8-K on August 24, 2011 (the “Agreement”).
SECURITIES SALE AND PURCHASE AGREEMENTSecurities Sale and Purchase Agreement • September 12th, 2011 • RPG FS Acquisition LTD • Security brokers, dealers & flotation companies • New York
This Securities Sale and Purchase Agreement (this “Agreement”) dated August 31, 2011, by and between Wigam LLC, a Delaware limited liability Seller (the “Seller”), and RPG FS Acquisition Limited, a Republic of Cyprus limited liability company (the “Purchaser”).
ASSIGNMENT AND ASSUMPTION OF CONTRACTAssignment and Assumption of Contract • September 12th, 2011 • RPG FS Acquisition LTD • Security brokers, dealers & flotation companies
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT (“Assignment”) is made as of the 9th day of September, 2011, between WIGAM LLC, a Delaware limited liability company (the “Assignor”), and RPG FS ACQUISITION LIMITED, a company incorporated in the Republic of Cyprus (the “Assignee”).
