Lightning Gaming, Inc. Sample Contracts

RECITALS:
Distribution Agreement • January 30th, 2008 • Lightning Gaming, Inc. • Blank checks • Nevada
BACKGROUND
Disturbance and Attornment Agreement • January 30th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania
BY AND BETWEEN
Asset Purchase Agreement • January 30th, 2008 • Lightning Gaming, Inc. • Blank checks • New York
Contract
Lightning Gaming, Inc. • October 9th, 2014 • Services-prepackaged software

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF ANY APPLICABLE SECURITIES LAWS.

RECITALS:
Distribution Agreement • February 28th, 2008 • Lightning Gaming, Inc. • Blank checks • Nevada
Contract
Warrant for Stock • January 30th, 2008 • Lightning Gaming, Inc. • Blank checks

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

Contract
Lightning Gaming, Inc. • June 29th, 2011 • Services-prepackaged software

THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION EXCEPT AS SPECIFICALLY PROVIDED HEREIN AND UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

Lighting Gaming, Inc. Amendment No. 1 to Warrant for Stock
Warrant for Stock • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This AMENDMENT NO. 1 TO WARRANT FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Delaware limited partnership, and is attached to and made a part of the Warrant (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

LOAN AGREEMENT
Loan Agreement • February 26th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of the 22nd day of February, 2010, by and among Lightning Poker, Inc., a Pennsylvania corporation (the “Company”), and those entities and persons listed on Schedule I (collectively, the “Lenders” and individually, a “Lender”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT FOR PATENTS AND TRADEMARKS
Intellectual Property Security Agreement • February 26th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This Intellectual Property Security Agreement for Patents and Trademarks (“Agreement”) dated February 22, 2010 is between Lightning Poker, Inc. (“Grantor”) and The Co-Investment Fund II, L.P. (“Lenders’ Agent”), on behalf of the Lenders (as hereinafter defined).

INTELLECTUAL PROPERTY SECURITY AGREEMENT FOR COPYRIGHTS AND MASK WORKS
Intellectual Property Security Agreement • February 26th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania
NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 25th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This Note and Warrant Purchase Agreement (this “Agreement”), effective as of March 19, 2010, by and between SIG Strategic Investments, LLLP, a Delaware limited liability limited partnership (the “Seller”), The Co-Investment Fund II LP, a Delaware limited partnership (“CI II”), Stewart J. Greenebaum, LLC, a Delaware limited liability company (“Greenebaum” and, together with CI II, the “Purchasers”), and Lightning Gaming, Inc., a Nevada corporation (the "Company").

GUARANTY AGREEMENT
Guaranty Agreement • February 26th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software

THIS GUARANTY ("Agreement") is made and entered into as of the 22nd day of February, 2010, by Lightning Gaming, Inc. a Nevada corporation (the "Guarantor") in favor of The Co-Investment Fund II, L.P. (the "Lenders' Agent") on behalf of the Co-Investment Fund II, L.P. and Stewart J. Greenebaum, LLC (collectively, the "Lenders" and individually a "Lender").

Lighting Gaming, Inc. Amendment No. 1 to Amended and Restated Warrant for Stock
Lightning Gaming, Inc. • June 29th, 2011 • Services-prepackaged software • Pennsylvania

This AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Pennsylvania limited partnership, and is attached to and made a part of the Warrant (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

SECURITY AGREEMENT
Security Agreement • February 26th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS SECURITY AGREEMENT (“Agreement”) is made and entered into on the 22nd day of February, 2010, by and between Lightning Poker, Inc., a Pennsylvania corporation (the “Borrower”), the person listed on the signature pages hereto as the Lenders’ Agent, for the benefit of the Lenders listed on Schedule I hereto (collectively, the “Lenders” and individually, a “Lender”).

LOAN AGREEMENT
Loan Agreement • April 29th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania

THIS LOAN AGREEMENT ("Agreement") is made and entered into as of the 31St day of January, 2007, by and among Lightning Poker, Inc., a Pennsylvania corporation (the "Company"), and those entities and persons listed on Schedule I (collectively, the "Lenders" and individually, a "Lender").

INTELLECTUAL PROPERTY SECURITY AGREEMENT FOR COPYRIGHTS AND MASK WORKS
Intellectual Property Security Agreement • April 15th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This Intellectual Property Security Agreement for Copyrights and Mask Works (“Agreement”) dated April 12, 2011 is between Lightning Poker, Inc. (“Grantor”) and The Co-Investment Fund II, L.P. (the “Lender”).

Contract
Loan Agreement • September 15th, 2009 • Lightning Gaming, Inc. • Blank checks
CANCELLATION AGREEMENT
Cancellation Agreement • October 2nd, 2015 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS CANCELLATION AGREEMENT (the “Cancellation Agreement”) is made and entered into as of the 28th day of September, 2015, among Lightning Gaming, Inc. (the “Company”) and the persons listed as the holders of capital stock (“Stock”) on the signature pages hereto (collectively, the “Stock Holders” and each individually a “Stock Holder”).

Lighting Gaming, Inc. Amendment No. 1 to Warrant for Stock
Warrant for Stock • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

This AMENDMENT NO. 1 TO WARRANT FOR STOCK, dated as of June 23, 2011 (this “Amendment”), is made and entered into by and among Lighting Gaming, Inc., a Nevada corporation, Lightning Poker, Inc., a Pennsylvania corporation (and the successor to PokerMatic, Inc., a Pennsylvania corporation), and The Co-Investment Fund, II, L.P., a Delaware limited partnership, and is attached to and made a part of the Warrant (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

MASTER LOAN AGREEMENT By and Between LIGHTNING GAMING, INC.,
Master Loan Agreement • December 3rd, 2019 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada

THIS MASTER LOAN AGREEMENT, dated as of November 27, 2019 (the “Master Loan Agreement”), by and between Lightning Gaming, Inc., a Nevada corporation, as borrower (“LGI”), Lightning Slot Machines, LLC, a Nevada limited liability company, as borrower (“LSM”), and Lightning Poker, Inc., a Pennsylvania corporation, as borrower (“LPI”) each jointly and severally, (LGI, LSM and LPI are hereinafter individually and collectively referred to as, the “Borrower”) and PDS Gaming – Nevada, LLC (together with its successors and assigns, the “Lender”), a Nevada limited liability company.

AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • August 10th, 2015 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS AMENDED AND RESTATED VOTING AGREEMENT (“Agreement”) is made and entered into as of the 6th day of August, 2015, among Lightning Gaming, Inc. (the “Company”) and the persons listed as the holders of capital stock (“Stock”) on the signature pages hereto (collectively, the “Stock Holders” and each individually a “Stock Holder”).

GUARANTY AGREEMENT
Guaranty Agreement • April 15th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software

THIS GUARANTY ("Agreement") is made and entered into as of the_12th day of April, 2011, by Lightning Poker, Inc. a Pennsylvania corporation (the "Guarantor") in favor of The Co-Investment Fund II, L.P. (the "Lender")Lender.

Contract
Debt Conversion Agreement • June 29th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada
AMENDMENT TO LOAN AGREEMENTS
Loan Agreements • December 13th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made and entered into as of this 8th day of December, 2010, by and among Lightning Poker, Inc., a Pennsylvania corporation (the “Company”) and The Co-Investment Fund II, L.P. (the “Lender”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • August 10th, 2015 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS DEBT CONVERSION AGREEMENT (this “Agreement”), dated as of August 6, 2015, is made and entered into by and among Lightning Gaming, Inc., a Nevada corporation (“LGI”), Lightning Poker, Inc., a Pennsylvania corporation (“LPI” and together with LGI, the “Lightning Parties”), and The Co-Investment Fund, II, L.P., a Pennsylvania limited partnership (“CI2” and together with the Lightning Parties, the “Parties,” and each of the foregoing, a “Party”).

SECURITY AGREEMENT
Security Agreement • July 18th, 2018 • Lightning Gaming, Inc. • Services-prepackaged software • Nevada

This Security Agreement (the “Security Agreement”) is made and given as of July 17 2018, by Lightning Gaming, Inc., a Nevada corporation, as borrower (“LGI”), Lightning Slot Machines, LLC, a Nevada limited liability company, as borrower (“LSM”), and Lightning Poker, Inc., a Pennsylvania corporation, as borrower (“LPI”) each jointly and severally, (LGI, LSM and LPI are hereinafter individually and collectively referred to as, the “Borrower”), whose principal place of business is located at 23 Creek Circle, Suite 400, Boothwyn, PA 19061, in favor of PDS Gaming LLC, a limited liability company organized under the laws of Minnesota (together with its successors and assigns, the “Lender”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 29th, 2008 • Lightning Gaming, Inc. • Blank checks

THIS SECOND AMENDMENT TO LOAN AGREEMENT ("Amendment") is made and entered into as of this 16th day of January 2008, by and among Lightning Poker, Inc., a Pennsylvania corporation (the "Company") and The Co-Investment Fund II, L.P. (the "Lender").

Contract
Lightning Gaming, Inc. • December 3rd, 2019 • Services-prepackaged software • Nevada

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS STOCK ISSUED AFTER THE EXERCISE OF THIS WARRANT MAY NOT BE ISSUED WITHOUT THE REQUIRED APPROVAL OF THE NECESSARY GAMING REGULATORY AUTHORITIES THAT HAVE JURISDICTION OVER THE CORPORATION.

LOAN AGREEMENT
Loan Agreement • April 15th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software • Pennsylvania

THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of the 12thday of April, 2011, by and among Lightning Gaming, Inc., a Nevada corporation (the “Company”), and The Co-Investment Fund II, L.P (the “Lender”).

Contract
2007 Distribution Agreement • April 7th, 2011 • Lightning Gaming, Inc. • Services-prepackaged software

Modification of January 22, 2007 Distribution Agreement (the “Agreement”) Between Lightning Poker, Inc. (“LP”) And Shuffle Master, Inc. (“SMI”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG RED PEARL ACQUISITION CORP. LPI ACQUISITION CORP. AND LIGHTNING POKER, INC. September 28, 2007
Agreement and Plan of Merger • October 4th, 2007 • Red Pearl Acquisition Corp • Blank checks • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER is made as of the 28th day of September, 2007 (the “Agreement”), by and among RED PEARL ACQUISITION CORP, a Nevada corporation (“Purchaser”), LPI ACQUISITION CORP., a Pennsylvania corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), and LIGHTNING POKER, INC, a Pennsylvania corporation (the “Company”). Each of Purchaser, Merger Sub, and the Company are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 14th, 2008 • Lightning Gaming, Inc. • Blank checks • Nevada

This INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”), dated as of the ____ day of ________________ (the “Grant Date”), is between Lightning Gaming, Inc., a Nevada corporation (the “Company”), and _______________ (the “Optionee”), a key employee of the Company or of a “Related Corporation,” as defined in the Lightning Gaming, Inc. 2007 Equity Incentive Plan (the “Plan”).

AGREEMENT
Agreement • January 14th, 2010 • Lightning Gaming, Inc. • Services-prepackaged software

THIS AGREEMENT is made and entered into as of this 24th day of March 2008, by and between Co-Investment Fund II, L.P. ("CI-II") and Donald Caldwell ("Mr. Caldwell") both having an address at Five Radnor Corporate Center, Suite 550, 100 Matsonford Road, Radnor, PA (CI-II and Mr. Caldwell are hereinafter sometimes individually referred to as a "Shareholder" and collectively as the "Shareholders"), and Lightning Gaming, Inc. a corporation organized and existing pursuant to the laws of the state of Nevada (the "Corporation") and its wholly-owned subsidiary, Lightning Poker, Inc., a Pennsylvania corporation, both having a principal place of business at 106 Chelsea Parkway, Boothwyn, PA.