0000890163-08-000513 Sample Contracts

Contract
Lightning Gaming, Inc. • July 7th, 2008 • 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.

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LOAN AGREEMENT
Loan Agreement • July 7th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania

THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of the 30th day of June, 2008, 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 • July 7th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania

This Intellectual Property Security Agreement for Patents and Trademarks (“Agreement”) dated June 30, 2008 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 • July 7th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania

This Intellectual Property Security Agreement for Copyrights and Mask Works (“Agreement”) dated June 30, 2008 is between Lightning Poker, Inc. (“Grantor”) and The Co-Investment Fund II, L.P. (“Lenders’ Agent”), on behalf of the Lenders (as hereinafter defined).

GUARANTY AGREEMENT
Guaranty Agreement • July 7th, 2008 • Lightning Gaming, Inc. • Blank checks

THIS GUARANTY ("Agreement") is made and entered into as of the 30th day of June, 2008, 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 SIG strategic Investments, LLLP (collectively, the "Lenders" and individually a "Lender").

SECURITY AGREEMENT
Security Agreement • July 7th, 2008 • Lightning Gaming, Inc. • Blank checks • Pennsylvania

THIS SECURITY AGREEMENT (“Agreement”) is made and entered into on the 30th day of June, 2008, 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”).

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