[For Purchase of Shares of Common Stock]
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK OF
POKERTEK, INC. AS INDICATED ABOVE, AND THIS OFFERING IS MADE ONLY TO THOSE
INVESTORS WHO QUALIFY AS “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE
501(A) OF THE SECURITIES ACT OF 1933, AS AMENDED.
THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY
STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE SECURITIES OFFERED BY THE COMPANY. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
1150 Crews Road, Suite F
Matthews, North Carolina 28105
Ladies and Gentlemen:
The undersigned (the “Subscriber”), desires to become a holder of 102,041 shares (the “Shares”) of
PokerTek, Inc., a corporation organized under the laws of the state of North Carolina (the “Company”).
Accordingly, the Subscriber hereby agrees as follows:
Subscription . The Subscriber hereby subscribes for and agrees to accept from the Company
that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the
“Agreement”), in consideration of $0.49 per Share, or aggregate consideration