0001193125-05-157657 Sample Contracts

POKERTEK, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

This INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of the 31st day of January, 2005, by and between PokerTek, Inc., a North Carolina corporation (the “Company”), and Lyle Berman, an individual resident of the State of Nevada (the “Indemnitee”).

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of this 28th day of July, 2004, by and among PokerTek, Inc., a North Carolina corporation (the “Company”), those certain individuals and entities listed as Founders on Schedule 1 attached hereto (the “Founders”) and those certain individuals and entities listed as Investors on Schedule 1 attached hereto (the “Investors”). The Founders and the Investors are referred to collectively as the “Shareholders”.

POKERTEK INC. KEY EMPLOYEE AGREEMENT for Mr. Hal Shinn
Key Employee Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

THIS KEY EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 9th day of August, 2004, by and between Hal Shinn (“Executive”) and POKERTEK INC. (the “Company”).

Amendment to Key Employment Agreement
Key Employment Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

This Amendment to Key Employment Agreement (this “Amendment”) is made effective as of July 1, 2005, by and between Christopher Daniels (“Executive”) and PokerTek, Inc., a North Carolina corporation (the “Company”).

AdBel, LTD. Office/Warehouse Lease Agreement
Warehouse Lease Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

THIS LEASE, made and entered into this 28th day of March 2005 by, and between AdBel, Ltd., a North Carolina corporation, of Mecklenburg county, North Carolina (hereinafter called “Lessor”), and PokerTek, Inc. 1020 Crews Road Suite J Matthews, NC 28105 (hereinafter called “Lessee”).

AMENDMENT TO OPTION AGREEMENT
Option Agreement • August 4th, 2005 • Pokertek Inc • Delaware

This Amendment to Option Agreement is made as of this 10th day of June, 2004 by and between PokerTek, LLC, a North Carolina limited liability company (“PokerTek”) and World Poker Tour, LLC, a Delaware limited liability company (“WPT”).

Contract
Non-Exclusive Software License Agreement • August 4th, 2005 • Pokertek Inc • New York

NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT made as of January 26, 2005 between Standing Stone Gaming, LLC, a Delaware limited liability corporation, with an address at 5218 Patrick Road, Verona, NY 13478 (“SSG”) and PokerTek, Inc., a North Carolina corporation, with an address at 1020 Crews Road, Suite J, Matthews, NC 28106 (“Customer”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 4th, 2005 • Pokertek Inc • North Carolina

The undersigned (the “Subscriber”) hereby tenders this Subscription Agreement (the “Agreement”) in accordance with and subject to the terms and conditions set forth herein.

TRADEMARK ASSIGNMENT
Trademark Assignment • August 4th, 2005 • Pokertek Inc

This Assignment (“Assignment”) is effective this 13th day of July, 2005 between PokerTek, Inc. a corporation with its principal office at 1020 Crews Road, Suite J, Matthew, North Carolina 28106 (“PokerTek”), and James Crawford and Gehrig H. White, individuals, both residents of North Carolina (“Assignors”).

NATIONAL CARD CLUB CORPORATION STOCK OPTION AGREEMENT
2004 Stock Incentive Plan • August 4th, 2005 • Pokertek Inc

National Card Club Corporation, a North Carolina corporation (the “Company”), hereby grants to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions on the reverse side of this Stock Option Agreement and the National Card Club Corporation 2004 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth on the reverse side hereof and the terms and conditions of the Plan are incorporated herein by reference.

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