PROGRESSIVE GAMING INTERNATIONAL CORPORATION WARRANT TO PURCHASE COMMON STOCKProgressive Gaming International Corp • August 19th, 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”) 550,000 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 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 15, 2008, by and among Progressive Gaming International Corporation, a Nevada corporation (the “Company”), with headquarters located at 920 Pilot Road Las Vegas, NV 89119, Private Equity Management Group Inc., a Nevada corporation (“PEM Inc.”), and Private Equity Management Group LLC, a Nevada limited liability company (“PEM LLC”, and together with PEM Inc., the “Purchasers”, or each individually a “Purchaser”), with regard to the following:
AMENDMENT NO 1. TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries
This Amendment No. 1 dated as of August 14, 2008 is entered into with reference to the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of August 4, 2008, among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Issuer”), each subsidiary of the Issuer listed as a “Guarantor” on the signature pages thereto (the “Guarantors”), and INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation, as Agent and sole initial Purchaser. Capitalized terms used herein are used with the meanings set forth for those terms in the Purchase Agreement.
SECURITY AGREEMENTSecurity Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules hereto, this “Agreement”) is made as of August 15, 2008, between PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Issuer” or “Grantor”), and INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation, for itself and as agent for the Purchasers defined below (together with its successors and assigns, if any, in such capacity “Agent”).
ContractProgressive Gaming International Corp • August 19th, 2008 • Miscellaneous manufacturing industries • Nevada
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 3(e). THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(e).
AMENDMENT NO 1. TO CREDIT AGREEMENTCredit Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries
This Amendment No. 1 dated as of August 14, 2008 is entered into with reference to the Credit Agreement (the “Credit Agreement”) dated as of August 4, 2008, among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto (the “Guarantors”), and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation, as Administrative Agent and sole initial Lender. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2008, by and among Progressive Gaming International Corporation, a Nevada corporation (the “Company”), Private Equity Management Group Inc., a Nevada corporation (“PEM Inc.”), Private Equity Management Group LLC, a Nevada limited liability company (“PEM LLC” and, together with PEM Inc., “PEM”), and International Game Technology, a Nevada corporation (“IGT”, and together with PEM and their permitted successors and assigns, the “Investors”).
ASSET PURCHASE AND LICENSE AGREEMENTAsset Purchase and License Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • Nevada
This Asset Purchase and License Agreement (this “Agreement”) is made and entered into as of August 15, 2008 (the “Effective Date”), by and between Progressive Gaming International Corporation (“PGIC”), a Nevada corporation, and IGT (“IGT”), a Nevada corporation (each a “Party” and collectively the “Parties”).
SECURITY AGREEMENTSecurity Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules hereto, this “Agreement”) is made as of August 15, 2008, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation, for itself and as agent for the Purchasers defined below (together with its successors and assigns, if any, in such capacity “Agent”).
SECURITY AGREEMENTSecurity Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules hereto, this “Agreement”) is made as of August 15, 2008, among the Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation, for itself and as administrative agent for the Lenders defined below (together with its successors and assigns, if any, in such capacity “Administrative Agent”).
SECURITY AGREEMENTSecurity Agreement • August 19th, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, including all exhibits and schedules hereto, this “Agreement”) is made as of August 15, 2008, between PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the “Borrower” or “Grantor”), and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation, for itself and as administrative agent for the Lenders defined below (together with its successors and assigns, if any, in such capacity “Administrative Agent”).
