ContractMGT Capital Investments Inc • May 16th, 2012 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS IS AVAILABLE AND, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • May 16th, 2012 • MGT Capital Investments Inc • Services-prepackaged software • New York
CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is dated as of May 9, 2012 (the “Agreement Date”), by and among J&S Gaming, Inc., a New York corporation (“J&S”), MGT Capital Investments, Inc., a Delaware corporation (“MGT”) and MGT Gaming, Inc., a Delaware corporation (the “Company”, and together with J&S and MGT, the “Parties”).
STOCKHOLDER AGREEMENTStockholder Agreement • May 16th, 2012 • MGT Capital Investments Inc • Services-prepackaged software • New York
STOCKHOLDER AGREEMENT dated as of May 9, 2012 (the “Agreement”), by and among J&S Gaming, Inc., a New York corporation (“J&S”), MGT Capital Investments, Inc., a Delaware corporation (“MGT” and together with J&S the “Stockholders”) and MGT Gaming, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Contribution and Sale Agreement (as defined below).
PATENT ASSIGNMENTPatent Assignment • May 16th, 2012 • MGT Capital Investments Inc • Services-prepackaged software
THIS ASSIGNMENT, made this 9th day of May 2012, by J&S Gaming, Inc., a New York corporation (the “Assignor”), and MGT Holdings, Inc., a Delaware corporation (the “Assignee”), witnesseth:
ContractMGT Capital Investments Inc • May 16th, 2012 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS IS AVAILABLE AND, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
