FORM OF WARRANTProgressive Gaming International Corp • August 7th, 2008 • Miscellaneous manufacturing industries • New York
THIS CERTIFIES THAT, for value received, International Game Technology, a Nevada corporation, with its principal office at 9295 Prototype Drive, Reno, Nevada 89521, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Progressive Gaming International Corporation, a Nevada corporation, with its principal office at 920 Pilot Road, Las Vegas, NV 89119 (the “Company”) [ ] shares of the Company’s common stock, $0.10 par value per share (the “Common Stock”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • August 7th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of , 2008, by and among Progressive Gaming International Corporation, a Nevada corporation (the “Company”), with headquarters located at 920 Pilot Road Las Vegas, NV 89119, and Private Equity Management Group Financing Corporation, a California corporation (the “Purchaser”), with regard to the following:
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 7th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries
THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of August 7, 2008 between PROGRESSIVE GAMING INTERNATIONAL CORPORATION (f/k/a Mikohn Gaming Corporation), a Nevada corporation (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A. (as successor rights agent to U.S. Stock Transfer Corporation), as rights agent (the “Rights Agent”).
CREDIT AGREEMENT Dated as of August 4, 2008 by and among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, as Borrower THE SUBSIDIARIES OF BORROWER PARTY HERETO THE LENDERS FROM TIME TO TIME PARTY HERETO and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL...Credit Agreement • August 7th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This Credit Agreement, dated as of August 4, 2008, is made by and among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person which guarantees, pursuant to Section 6.01(b) of this Agreement or otherwise, all or any part of the Obligations, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of August 4, 2008 by and among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, as Issuer THE SUBSIDIARIES OF ISSUER PARTY HERETO THE PURCHASERS FROM TIME TO TIME PARTY HERETO and INTERNATIONAL GAME...Note and Warrant Purchase Agreement • August 7th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This Note and Warrant Purchase Agreement, dated as of August 4, 2008, is made by and among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Issuer”), each subsidiary of the Issuer listed as a “Guarantor” on the signature pages hereto (together with each other Person which guarantees, pursuant to Section 6.01(b) of this Agreement or otherwise, all or any part of the Obligations, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the Purchasers from time to time party hereto (each a “Purchaser” and collectively, the “Purchasers”), and INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation, as Agent for the Purchasers (in such capacity, together with any successor Agent, the “Agent”).
