Preview | Securities Purchase Agreement |

This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of April 23, 2007, by and among PokerTek, Inc., a North Carolina corporation with headquarters located at 1020 Crews Road, Suite J, Matthews, North Carolina 28106 (the Company), and the investors listed on the Schedule of Buyers attached hereto (individually, a Buyer and collectively, the Buyers).

A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act), and Rule 506 of Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission (the SEC) under the 1933 Act.

B. Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate number of shares of the common stock, no par value, of the Company (the Common Stock), set forth opposite such Buyers name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers together shall be 1,444,444 shares of Common Stock and shall collectively be referred to herein as the Common Shares) and (ii) a warrant to acquire up to that number of additional shares of Common Stock set forth opposite such Buyers name in column (4) on the Schedule of Buyers (the Warrants), in substantially the form attached hereto as Exhibit A (as exercised, collectively, the Warrant Shares).

C. At the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit B (the Registration Rights Agreement), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

(a) Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing

Date (as defined below), the number of Common Shares, as is set forth opposite such Buyers name in column (3) on the Schedule of Buyers, along with the Warrants to acquire that number of Warrant Shares as is set forth opposite such Buyers name in column (4), on the Schedule of Buyers.

(b) Closing. The closing (the Closing) of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Greenberg Traurig, LLP, 77 W. Wacker Drive, Suite 2400, Chicago, Illinois 60601. The date and time of the Closing (the Closing Date) shall be 10:00 a.m., New York City Time, on the first (1^st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually agreed to by the Company and each Buyer). As used herein Business Day means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer at the Closing (the Purchase Price) shall be the amount set forth opposite such Buyers name in column (5) on the Schedule of Buyers. Each Buyer shall pay $9.00 for each Common Share and related Warrants to be purchased by such Buyer at the Closing.

(d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Companys written wire instructions and (ii) the Company shall deliver to each Buyer (A) one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 5(c) hereof), evidencing the number of Common Shares such Buyer is purchasing as is set forth opposite such Buyers name in column (3) of the Schedule of Buyers and (B) a Warrant pursuant to which such Buyer shall have the right to acquire such number of Warrant Shares as is set forth opposite such Buyers name in column (4) of the Schedule of Buyers, in all cases duly executed on behalf of the Company and registered in the name of such Buyer or its designee.