0001157523-09-008030 Sample Contracts

SUBSCRIPTION AGREEMENT [For Purchase of Shares of Common Stock]
Subscription Agreement • November 13th, 2009 • Pokertek, Inc. • Miscellaneous manufacturing industries • North Carolina

THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK OF POKERTEK, INC. AS INDICATED ABOVE, AND THIS OFFERING IS MADE ONLY TO THOSE INVESTORS WHO QUALIFY AS “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A) OF THE SECURITIES ACT OF 1933, AS AMENDED.

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Amendment No. 2 to Secured Promissory Note and Amendment No. 1 to Note Purchase Agreement and Security Agreement
Secured Promissory Note and Note Purchase Agreement • November 13th, 2009 • Pokertek, Inc. • Miscellaneous manufacturing industries

In consideration of the mutual covenants and promises contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, it is hereby agreed as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 13th, 2009 • Pokertek, Inc. • Miscellaneous manufacturing industries • North Carolina

This Stock Purchase Agreement (the "Agreement") dated as of the 28th day of September, 2009, is by and between PokerTek, Inc., a North Carolina corporation (the “Seller”) and ICP Electronics, Inc., a corporation organized and existing under the laws of Taiwan (hereinafter referred to as the “Purchaser”), all of whom execute and deliver this Agreement based on the following:

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