WINWIN GAMING, INC. SECURITY AGREEMENTSecurity Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
This Security Agreement is entered into as of April 21, 2006 (the “Agreement”), by and among WinWin Gaming, Inc., a Delaware corporation (“Borrower”), the parties listed on Exhibit A hereto (the “Secured Parties”) with reference to the following facts:
WINWIN GAMING, INC. SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Note and Warrant Purchase Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
This Secured Convertible Note and Warrant Purchase Agreement, dated as of April 21, 2006 (this “Agreement”), is entered into by and among WINWIN GAMING, INC., a Delaware corporation (the “Company”), and each of the undersigned purchasers (collectively, the “Purchasers” and individually, a “Purchaser”) listed on the Schedule of Purchasers attached hereto as Exhibit A.
WINWIN GAMING, INC. AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND SECURITY AGREEMENTSecured Promissory Note and Security Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California
This AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 21, 2006 and entered into by and between WinWin Gaming, Inc., a Delaware corporation (“Company”) and Solidus Networks, Inc., a Delaware corporation, ( “Solidus”) for lenders, and is made with reference to that certain Amended and Restated Secured Promissory Note (the “Note”), dated as of January 17, 2006, and that Security Agreement (the “Security Agreement”), dated as of September 30, 2005, by and between Company and Solidus. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Security Agreement.
WARRANT TO PURCHASE COMMON STOCK OF WINWIN GAMING, INC.Warrant to Purchase Common Stock • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation
This Warrant is issued pursuant to that certain Secured Convertible Note and Warrant Purchase Agreement, dated as of even date herewith (the “Purchase Agreement”), by and among the Company, the initial holder of this Warrant and the other Purchasers party thereto, pursuant to which the initial holder of this Warrant purchased a secured convertible promissory note of the Company (the “Note”, and together with the other non-transferable secured convertible promissory notes issued pursuant to the Purchase Agreement, the “Notes”). The holder of this Warrant is subject to certain restrictions, and entitled to certain rights, as set forth in the Purchase Agreement. The Purchase Agreement is incorporated herein by reference as though fully set forth herein.
ContractSecured Note Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
INTERCREDITOR AND SUBORDINATION AGREEMENTSubordination Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California
This Subordination Agreement (“Agreement”) dated as of April 21, 2006, is entered into by and among the holders of secured convertible notes of the Company listed on Schedule A hereto (collectively, “Subordinated Creditors”), WinWin Gaming, Inc., a Delaware corporation (the “Company”), and Solidus Networks, Inc., a Delaware corporation (“Senior Creditor”).
WINWIN GAMING, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 21, 2006 by WinWin Gaming, Inc., a Delaware corporation (the “Company”) and the “Investors” set forth on the signature page hereto.
