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Registration Rights Agreement

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Title:

Registration Rights Agreement

Entities:

Plasti Line Inc

Date:

2007

Size:

Preview shows 19KB of 92KB total

Price:

$40

ID:

#2845050

► Corporate ► Rights ► Registration Rights Agreements

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of April 26, 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 undersigned buyers (each, a Buyer, and collectively, the Buyers).

RECITALS

A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of April 23, 2007 (the Securities Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer (i) shares (the Common Shares) of the Companys common stock, no par value (the Common Stock), and (ii) the Warrants (as defined in the Securities Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Warrants.

B. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the 1933 Act), and applicable state securities laws.

AGREEMENT

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 of the Buyers hereby agree as follows:

1.	Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a) Business Day means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(b) Closing Date shall have the meaning set forth in the Securities Purchase Agreement.

(d) Effectiveness Deadline means (i) with respect to the initial Registration Statement required to be filed to cover the resale by the Investors of the Registrable Securities

the 105^th calendar day after the Closing Date (or the 135^th calendar day after the Closing Date in the event that such Registration Statement is subject to review by the SEC) and (b) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 105^th calendar day following the date on which the Company was required to file such additional Registration Statement (or the 135^th calendar day after such date in the event that such Registration Statement is subject to review by the SEC).

(e) Filing Deadline means the date which is 45 Business Days after the Closing Date.

(f) Investor means a Buyer or any transferee or assignee of any Registrable Securities or Warrants, as applicable, to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 0 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities or Warrants, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 0.

(g) Person means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(h) register, registered, and registration refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.

(i) Registrable Securities means (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrant Shares or the Warrants, including, without limitation, as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on exercise of the Warrants, until, in each case, the earliest to occur of (i) the date on which such Common Share, Warrant Share or such share capital of the Company has been registered under the 1933 Act and sold or transferred pursuant to an effective Registration Statement, (ii) the date on which such Common Share or Warrant Share has been sold pursuant to Rule 144 under the 1933 Act or are eligible for sale (without volume restrictions) pursuant to Rule 144(k) under the 1933 Act or (iii) the date on which such Common Share, Warrant Share or such share capital ceases to be outstanding.

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