Attached files
file | filename |
---|---|
EX-99.5 - WARRANT FOR STOCK - Lightning Gaming, Inc. | s22-9594_ex995.htm |
EX-99.1 - DEBT CONVERSION AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex991.htm |
EX-99.6 - WARRANT FOR STOCK - Lightning Gaming, Inc. | s22-9594_ex996.htm |
EX-99.8 - SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex998.htm |
EX-99.3 - PROMISSORY NOTE - Lightning Gaming, Inc. | s22-9594_ex993.htm |
EX-99.9 - INTELLECTUAL PROPERTY SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex999.htm |
EX-99.7 - GUARANTY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex997.htm |
EX-99.11 - CERTIFICATE OF DESIGNATION OF RIGHTS - Lightning Gaming, Inc. | s22-9594_ex9911.htm |
EX-99.10 - INTELLECTUAL PROPERTY SECURITY AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex9910.htm |
EX-99.2 - LOAN AGREEMENT - Lightning Gaming, Inc. | s22-9594_ex992.htm |
8-K - LIGHTNING GAMING, FORM 8-K - Lightning Gaming, Inc. | s22-9594_8k.htm |
Exhibit 99.4
PROMISSORY
NOTE
$1,000,000
February 22,
2010
FOR VALUE
RECEIVED, the undersigned, Lightning Poker, Inc., a Pennsylvania corporation
(hereinafter referred to as "Maker") hereby promises to pay to the order of
Stewart J. Greenebaum, LLC or its successors and assigns (hereinafter referred
to as "Payee") the principal sum of One Million Dollars ($1,000,000), together
with interest on the unpaid principal amount of this Promissory Note (“Note”)
outstanding at the rate of 8% per annum in the manner and upon the terms and
conditions set forth below.
The
principal and interest on the unpaid principal amount of this Note, or any
portion thereof, shall be paid in full in cash on February 22,
2013.
The
amount of interest accruing hereunder shall be computed on an actual day,
365/366 day year basis. All payments hereunder shall be made in
lawful currency of the United States in federal or other immediately available
funds at the office of Payee, or at such other place as the holder hereof may
designate in writing.
This Note
is one of a series of Maker’s Notes issued pursuant to that certain Loan
Agreement of even date herewith, by and among Maker, Payee and the persons named
therein, (collectively, the “Loan Agreement”) and is subject to the terms and
conditions thereof. Capitalized terms used herein and not defined
herein shall have the meanings given to them in the Loan Agreement.
With the
prior written consent of the Requisite Lenders, Maker may prepay this Note at
any time in whole or in part without payment of penalty or unearned interest;
provided, however, that any such prepayment of principal shall be accompanied by
the payment of interest accrued to the date of such prepayment and all costs,
expenses or charges then owed to Payee pursuant to this Note; and further
provided, that any prepayment shall be applied proportionately to all of the
Notes issued pursuant to the Loan Agreement. In the event the Payee
receives payments in excess of its pro rata share of Maker's payments to the
holders of all of the Notes, then Payee shall hold in trust all such excess
payments for the benefit of the holders of the other Notes and shall pay such
amounts held in trust to such other payees upon demand by such
payees.
With the
consent of Payee, the principal and accrued interest due and owing under this
Note may be converted into shares of capital stock issued in the next equity
financing of Lightning Gaming, Inc. upon the same terms and conditions and at
the same purchase price as such shares may be issued in the next equity
financing.
Maker
hereby expressly waives presentment, demand, protest and notice of any
kind.
1
Upon the
occurrence of any one of the following events (the "Events of Default"), the
entire principal amount outstanding hereunder and accrued interest together with
all other sums due hereunder shall at the option of the Requisite Lenders,
without any prior notice, presentment or demand, become immediately due and
payable in full:
(i) Failure
of Maker to make principal or interest payments when due or otherwise to fail to
perform or comply with any of its material obligations under this Note or the
Loan Agreement or the Security Agreements (as defined in the Loan Agreement)
where such failure continues for 10 days in the case of a payment failure and 30
days in the case of any other failure after notice is sent to Maker by the
Requisite Lenders; or
(ii) An
assignment by Maker for the benefit of its creditors, or the commencement by or
against Maker of any bankruptcy, insolvency, liquidation, receivership or
similar proceedings; or
(iii) Maker
shall assign or transfer its obligations under this Note without the prior
written consent of the Requisite Lenders; or
(iv) The
dissolution of Maker; or
(v) After
delivery by Maker of written notice in accordance with the Loan Agreement, the
Requisite Lenders shall determine (which determination shall be made in good
faith after giving Maker an opportunity to make a presentation and provide a
plan to Lenders) that a material adverse change has occurred with respect to the
assets, business, operations or financial condition of Maker and that the
prospect of payment or performance of any covenant, agreement or duty under this
Note, the Loan Agreement, the Security Agreements or any of the other
agreements, instruments, documents or undertakings arising under or in
connection with any of the obligations of Maker owing to Payee is impaired in
any material respect; or
(vi) Maker
shall be in breach of any material agreement, document or instrument, whether
formerly, now or after the date of this Note, existing between Maker and any
other person, firm or entity if such breach would reasonably be expected to have
a material adverse affect on the business, profits, assets or condition
(financial or other) of Maker, and where such breach continues after any
applicable cure period; or
(vii) The loss,
suspension, revocation or failure to renew any license or permit now held or
acquired after the date of this Note by Maker shall occur or exist, which loss,
suspension, revocation or failure to renew would reasonably be expected to have
a material adverse effect on the business, profits, assets or condition
(financial or other) of Maker, and which continues uncured for any cure period
or otherwise for 30 days after notice is sent to Maker by the Requisite Lenders;
or
2
(viii) The entry
of a judgment against Maker in excess of $50,000, which judgment shall remain
unstayed or undischarged for a period of 60 days; or
(ix) Maker
shall be in default under those certain Promissory Notes dated June 30, 2008
issued by Maker pursuant to the Loan Agreement of even date
therewith.
In
addition to the rights and remedies given it by this Note, Payee shall have all
those rights and remedies allowed by applicable laws. The rights and
remedies of Payee are cumulative and recourse to one or more right or remedy
shall not constitute a waiver of the others. Maker shall be liable
for all costs, expenses and attorneys' fees incurred by Payee in connection with
the collection of the indebtedness evidenced by the Note.
No delay
or omission of Payee or its assignee in exercising any power or right hereunder,
and no partial exercise of such power or right, shall operate in any way as a
waiver or impairment of any subsequent or further exercise
thereof. Payee or its assignee shall not be liable for or prejudiced
by failure to collect or lack of diligence in bringing suit on this Note or any
renewal or extension hereof.
Maker may
not assign or transfer its obligation hereunder without the prior written
consent of the Requisite Lenders. This Note may be assigned by Payee
without the consent of Maker.
This Note
may be amended only by a written instrument executed by Maker, Payee and the
Requisite Lenders.
This Note
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the Commonwealth of Pennsylvania.
WITNESS
the due execution of this Note, intending to be legally bound, on the day and
year written above.
Lightning Poker, Inc. | ||
By: | /s/ Robert Ciunci | |
Title: | Chief Financial Officer |
3