a6098196ex10-3.htm


    Exhibit
10.3

    


    SUBSCRIPTION
AGREEMENT

    


    [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.

    


    PokerTek,
Inc.

    1150 Crews
Road, Suite F

    Matthews,
North Carolina 28105

    


    Ladies and
Gentlemen:

    


    The
undersigned (the “Subscriber”), desires to become a holder of 328,947 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:

    


    1.         
   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 $0.76 per Share, or aggregate
consideration of $250,000.

    


    2. Purchase Procedure.
The Subscriber acknowledges that, in order to subscribe for Shares, he must, and
he does hereby, deliver to the Company:

    


    2.1           One
(1) executed counterpart of the Signature Page attached to this Agreement
together with appropriate notarization; and

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2           A
wire transfer in the amount set forth on the Signature Page attached to this
Agreement sent to the bank account designated by PokerTek, Inc. and

    


    
      2.3          
An
executed copy of the Confidential Purchaser Questionnaire.

    

    


    3.        
    Representations of
Subscriber. By executing this Agreement, the Subscriber makes the
following representations, declarations and warranties to the Company, with the
intent and understanding that the Company will rely thereon:

    


    3.1           Such
Subscriber acknowledges that he has received, carefully read and understands in
their entirety (a) the Confidential Private Placement Memorandum, dated July 31,
2009, including the attachments thereto; (b) this Subscription Agreement and the
Confidential Investor Questionnaire; (c) all information necessary to verify the
accuracy and completeness of the Company’s representations, warranties and
covenants made herein; and (d) written (or verbal) answers to all questions the
Subscriber submitted to the Company regarding an investment in the Company; and
the Subscriber has relied on the information contained therein and has not been
furnished with any other documents, offering literature, memorandum or
prospectus.

    


    3.2           Such
Subscriber understands that the Shares being purchased hereunder have been
offered pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as amended (the “Act”), and pursuant to Section 4(6) under the Act.. Such
Subscriber represents that his or her purchase is for investment, solely for his
or her own account, and not with a view to the resale or further distribution of
such Shares.

    


    3.3           Such
Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares
unless and until they are subsequently registered under any applicable state
securities laws or unless an exemption from any such registration is
available.

    


    3.4 Such
Subscriber understands that an investment in the Shares involves substantial
risks and Subscriber recognizes and understands the risks relating to the
purchase of the Shares.

    


    3.5           Such
Subscriber has, either alone or together with the Subscriber’s Purchaser
Representative (as that term is defined in Regulation D under the Act), such
knowledge and experience in financial and business matters that the Subscriber
is capable of evaluating the merits and risks of an investment in the
Company.

    


    3.6           Such
Subscriber’s investment in the Company is reasonable in relation to his net
worth and financial needs and he is able to bear the economic risk of losing his
entire investment in the Shares.

    


    3.7           Such
Subscriber represents that (i) he has a net worth of at least $1,000,000, or
otherwise satisfies the definition of “accredited investor” as set forth in Rule
501(a) of Regulation D under the Act (“Regulation D”) (a copy of such definition
is set forth in the Investor Suitability Standards contained in this
Memorandum), as specifically disclosed by the undersigned Subscriber in the
Purchaser Questionnaire executed and delivered to the Company herewith and
incorporated by this reference, or (ii) meets the state suitability requirements
set forth herein of the state of his residence, and (iii) subscriber can afford
a total loss of his investment without substantially affecting his present
manner or mode of living.

    


    3.8           Such
Subscriber understands that (i) the Offering contemplated hereby has not been
reviewed by any federal or state governmental body or agency due in part to the
Company’s representations that it will comply with the provisions of Regulation
D; (ii) if required by the laws or regulations of said state(s) the offering
contemplated hereby will be submitted to the appropriate authorities of such
state(s) for registration or exemption therefrom; and (iii) the documents used
in connection with this Offering have not been reviewed or approved by any
regulatory agency or government department, nor has any such agency or
government department made any finding or determination as to the fairness of
the Shares for investment.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    3.9           Such
Subscriber is aware that the Shares have not been registered under the Act. The
Subscriber has adequate means of providing for the Subscriber’s current needs
and personal and family contingencies, has no need for liquidity in the
investment contemplated hereby, and is able to bear the risk of loss of his
entire investment.

    


    3.10         Such
Subscriber (i) is a citizen or resident of the United States of America, (ii) is
at least 21 years of age, (iii) has adequate means of providing for his current
needs and personal contingencies, (iv) has no need for liquidity in his
investment in the Shares, and (v) maintains his domicile (and is not a transient
or temporary resident) at the address shown below.

    


    3.11         All
information which the Subscriber has provided the Company concerning the
Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge
of financial and business matters including, but not limited to, the information
set forth in the Purchaser Questionnaire, is correct and complete as of the date
hereof and as of the date of Closing, and if there should be any change in such
information prior to the Closing, the Subscriber will immediately provide the
Company with such new information. The Subscriber agrees that financial and
other information concerning the Subscriber may be disclosed by the Company to
any persons or entities that may enter into a transaction with the Company. The
Subscriber further agrees, if requested by the Company or its authorized
representative, to provide bank references or other confirming information
concerning the Subscriber’s financial information as may be reasonably requested
by the Company.

    


    3.12         Such
Subscriber represents that the Company has made available to him all information
which he deemed material to making an informed investment decision in connection
with his purchase of securities of the Company; that the Subscriber is in a
position regarding the Company, which, based upon employment, family
relationship or economic bargaining power, enabled and enables Subscriber to
obtain information from the Company in order to evaluate the merits and risks of
this investment; and that he has been represented by Counsel and been advised
concerning the risks and merits of this investment. Further, Subscriber
acknowledges that the Company has made available to him the opportunity to ask
questions of, and receive answers from the Company, its officers, directors and
other persons acting on its behalf, including: Mark D. Roberson, Acting Chief
Executive Officer, concerning the terms and conditions of his purchase
and to obtain any additional information, to the extent the Company possesses
such information or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information disclosed to Subscriber.
Further, Subscriber represents that no statement, printed material or inducement
was given or made by the Company or anyone on its behalf that is contrary to the
information disclosed to him.

    


    3.13         Such
Subscriber is familiar with the nature and extent of the risks inherent in
investments in unregistered securities and in the business in which the Company
is engaged and intends to engage and has determined, either personally or in
consultation with the Subscriber’s Purchaser Representative or attorney, that an
investment in the Company is consistent with the Subscriber’s investment
objectives and income prospects.

    


    3.14         Such
Subscriber acknowledges that the Company has made available to him, at a
reasonable time prior to his purchase of the Shares, the opportunity to ask
questions of, and receive answers from, the Company concerning the terms and
conditions of the offering and to obtain any information, to the extent that the
Company possesses such information or can acquire it without unreasonable effort
or expense, which is necessary to verify the accuracy of the information given
to him or otherwise to make an informed investment decision.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.15         Such
Subscriber acknowledges that the Company has the unconditional right to accept
or reject this subscription, in whole or in part. The Company will notify the
Subscriber whether this subscription is accepted or rejected. If such
subscription is rejected, payment will be returned to the
Subscriber.

    


    3.16         If
the Subscriber is a corporation, trust, partnership or other entity that is not
an individual person, it has been formed and validly exists and has not been
organized for the specific purpose of purchasing the Shares and is not
prohibited from doing so.

    


    3.17         If
the Subscriber is purchasing the Shares in a fiduciary capacity for another
person or entity, including without limitation a corporation, partnership, trust
or any other entity, the Subscriber has been duly authorized and empowered to
execute this Subscription Agreement and all other subscription documents, and
such other person fulfills all the requirements for purchase of the Shares as
such requirements are set forth herein, concurs in the purchase of the Shares
and agrees to be bound by the obligations, representations, warranties and
covenants contained herein. Upon request of the Company, the Subscriber will
provide true, complete and current copies of all relevant documents creating the
Subscriber, authorizing its investment in the Company and/or evidencing the
satisfaction of the foregoing.

    


    4.           
 Indemnification.
Subscriber hereby agrees to indemnify and hold harmless the Company and the
Company’s officers, directors, employees, agents and affiliates from and against
any and all damages, losses, costs, liabilities and expenses (including, without
limitation, reasonable attorneys’ fees) which they, or any of them, may incur by
reason of the Subscriber’s failure to fulfill any of the terms and conditions of
this Agreement or by reason of the Subscriber’s breach of any of his
representations and warranties contained herein. This Agreement and the
representations and warranties contained herein shall be binding upon the
Subscriber’s heirs, executors, administrators, representatives, successors and
assigns.

    


    THE
COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FOR VIOLATIONS OF STATE OR FEDERAL
SECURITIES LAWS IS VOID AS AGAINST PUBLIC POLICY AND THEREFORE
UNENFORCEABLE.

    


    5.           
 Arbitration
Agreement.

    


    5.1           Subscriber
represents, warrants and covenants that any controversy or claim brought
directly, derivatively or in a representative capacity by him in his capacity as
a present or former security holder, whether against the Company, in the name of
the Company or otherwise, arising out of or relating to any acts or omissions of
the Company, or any security holder or any of their officers, directors, agents,
affiliates, associates, employees or controlling persons (including without
limitation any controversy or claim relating to a purchase or sale of the Note)
shall be settled by arbitration under the Federal Arbitration Act in accordance
with the commercial arbitration rules of the American Arbitration Association
(“AAA”) and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. Any controversy or claim brought by
the Company against the Subscriber, whether in his capacity as present or former
security holder of the Company in or against any of the Subscriber’s officers,
directors, agents, affiliates, associates, employees or controlling persons
shall also be settled by arbitration under the Federal Arbitration Act in
accordance with the commercial arbitration rules of the AAA and judgment
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. In arbitration proceedings under this Paragraph 5, the parties shall be
entitled to any and all remedies that would be available in the absence of this
Paragraph 5 and the arbitrators, in rendering their decision, shall follow the
substantive laws that would otherwise be applicable. This Paragraph 5 shall
apply, without limitation, to actions arising in connection with the offer and
sale of the Notes contemplated by this Agreement under any Federal or state
securities laws.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2           The
arbitration of any dispute pursuant to this Paragraph 5 shall be held in
Charlotte, North Carolina, where the principal business of the Company is
located or in such other location as the Company designates.

    


    5.3           Notwithstanding
the foregoing in order to preserve the status quo pending the resolution by
arbitration of a claim seeking relief of an injunctive or equitable nature, any
party, upon submitting a matter to arbitration as required by this Paragraph 5,
may simultaneously or thereafter seek a temporary restraining order or
preliminary injunction from a court of competent jurisdiction pending the
outcome of the arbitration.

    


    5.4           This
Paragraph 5 is intended to benefit the security holders, agents, affiliates,
associates, employees and controlling persons of the Company, each of whom shall
be deemed to be a third party beneficiary of this Paragraph 5, and each of whom
may enforce this Paragraph 5 to the full extent that the Company could do so if
a controversy or claim were brought against it.

    


    5.5           Subscriber
acknowledges that this Paragraph 5 limits a number of Subscriber’s rights,
including without limitation (i) the right to have claims resolved in a court of
law and before a jury; (ii) certain discovery rights; and (iii) the right to
appeal any decision.

    


    6.         
   Applicable Law. This
Agreement shall be construed in accordance with and governed by the laws
applicable to contracts made and wholly performed in the State of North
Carolina.

    


    7.        
    Execution in
Counterparts. This Subscription Agreement may be executed in one or more
counterparts.

    


    8.         
   Persons Bound. This
Subscription Agreement shall, except as otherwise provided herein, inure to the
benefit of and be binding on the Company and its successors and assigns and on
each Subscriber and his respective heirs, executors, administrators, successors
and assigns.

    


    9.      
      Entire Agreement.
This Subscription Agreement, when accepted by the Company, will constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. This Subscription Agreement may not be modified,
changed, waived or terminated other than by a writing executed by all the
parties hereto. No course of conduct or dealing shall be construed to modify,
amend or otherwise affect any of the provisions hereof.

    


    10.           Assignability. The
Subscriber acknowledges that he may not assign any of his rights to or interest
in or under this Agreement without the prior written consent of the Company, and
any attempted assignment without such consent shall be void and without
effect.

    


    11.           Notices. Any notice
or other communication required or permitted hereunder shall be in writing and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid,
to the address of each party set forth herein. Any such notice shall be deemed
given when delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, three days after the date of deposit in the United
States mails.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12.           Interpretation.

    


    12.1         When
the context in which words are used in this Agreement indicates that such is the
intent, singular words shall include the plural, and vice versa, and masculine
words shall include the feminine and neuter genders, and vice
versa.

    


    12.2         Captions
are inserted for convenience only, are not a part of this Agreement, and shall
not be used in the interpretation of this Agreement.

    


    13.           CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS
READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE
SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIBER
SIGNATURE PAGE

    


    The
undersigned, desiring to subscribe for the number of Shares of PokerTek, Inc.
(the “Company”) as is set forth below, acknowledges that he has received and
understands the terms and conditions of the Subscription Agreement attached
hereto and that he does hereby agree to all the terms and conditions contained
therein.

    


    IN WITNESS WHEREOF, the
undersigned has hereby executed this Subscription Agreement as of the date set
forth below.

    


    (PLEASE
PRINT OR TYPE)

    


    
      
        
          	
                  Number
      of Shares:

                	
                  328,947

                	 
	 
      	 
      	 
	
                  Total
      Amount of Subscription:

                	
                  $250,000

                	 
	 
      	 
      	 
	
                  Exact
      name(s) of Subscriber(s):

                	
                  Lyle
      A Berman IRA

                	 
	 
      	 
      	 
	
                  Signature
      of Subscriber(s)*:

                	 
      	 
	 
      	
                  /s/ Lyle A. Berman

                	 
	 
      	
                  (Signature)

                	 
	 
      	 
      	 
	
                   

                	
                  Lyle A. Berman

                	 
	
                   

                	
                  (Type
      or Print Name)

                	 
	 
      	 
      	 
	
                  Date:   August
      27, 2009

                	 
      	 


        

      

    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ACCEPTANCE
OF SUBSCRIPTION

    


    I, Mark D.
Roberson, Acting Chief Executive Officer of PokerTek, Inc. for and on behalf of
the Company, hereby accept the subscription of Lyle A. Berman IRA to purchase
328,947 Shares of PokerTek, Inc. for the aggregate consideration of $250,000
this 27th day of August, 2009.

    


    PokerTek,
Inc.

    


    


    /s/ Mark D.
Roberson 

    Mark D.
Roberson, Acting
Chief Executive Officer

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIPTION
AGREEMENT

    


    [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.

    


    PokerTek,
Inc.

    1150 Crews
Road, Suite F

    Matthews,
North Carolina 28105

    


    Ladies and
Gentlemen:

    


    The
undersigned (the “Subscriber”), desires to become a holder of 357,143 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:

    


    1.         
   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 $0.70 per Share, or aggregate
consideration of $250,000.

    


    3. Purchase Procedure.
The Subscriber acknowledges that, in order to subscribe for Shares, he must, and
he does hereby, deliver to the Company:

    


    2.1           One
(1) executed counterpart of the Signature Page attached to this Agreement
together with appropriate notarization; and

    


    2.2           A
wire transfer in the amount set forth on the Signature Page attached to this
Agreement sent to the bank account designated by PokerTek, Inc. and

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      3.3          
An
executed copy of the Confidential Purchaser Questionnaire.

    

    


    3.      
      Representations of
Subscriber. By executing this Agreement, the Subscriber makes the
following representations, declarations and warranties to the Company, with the
intent and understanding that the Company will rely thereon:

    


    3.1           Such
Subscriber acknowledges that he has received, carefully read and understands in
their entirety (a) the Confidential Private Placement Memorandum, dated July 31,
2009, including the attachments thereto; (b) this Subscription Agreement and the
Confidential Investor Questionnaire; (c) all information necessary to verify the
accuracy and completeness of the Company’s representations, warranties and
covenants made herein; and (d) written (or verbal) answers to all questions the
Subscriber submitted to the Company regarding an investment in the Company; and
the Subscriber has relied on the information contained therein and has not been
furnished with any other documents, offering literature, memorandum or
prospectus.

    


    3.2           Such
Subscriber understands that the Shares being purchased hereunder have been
offered pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as amended (the “Act”), and pursuant to Section 4(6) under the Act.. Such
Subscriber represents that his or her purchase is for investment, solely for his
or her own account, and not with a view to the resale or further distribution of
such Shares.

    


    3.3           Such
Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares
unless and until they are subsequently registered under any applicable state
securities laws or unless an exemption from any such registration is
available.

    


    3.5 Such
Subscriber understands that an investment in the Shares involves substantial
risks and Subscriber recognizes and understands the risks relating to the
purchase of the Shares.

    


    3.5           Such
Subscriber has, either alone or together with the Subscriber’s Purchaser
Representative (as that term is defined in Regulation D under the Act), such
knowledge and experience in financial and business matters that the Subscriber
is capable of evaluating the merits and risks of an investment in the
Company.

    


    3.6           Such
Subscriber’s investment in the Company is reasonable in relation to his net
worth and financial needs and he is able to bear the economic risk of losing his
entire investment in the Shares.

    


    3.7           Such
Subscriber represents that (i) he has a net worth of at least $1,000,000, or
otherwise satisfies the definition of “accredited investor” as set forth in Rule
501(a) of Regulation D under the Act (“Regulation D”) (a copy of such definition
is set forth in the Investor Suitability Standards contained in this
Memorandum), as specifically disclosed by the undersigned Subscriber in the
Purchaser Questionnaire executed and delivered to the Company herewith and
incorporated by this reference, or (ii) meets the state suitability requirements
set forth herein of the state of his residence, and (iii) subscriber can afford
a total loss of his investment without substantially affecting his present
manner or mode of living.

    


    3.8           Such
Subscriber understands that (i) the Offering contemplated hereby has not been
reviewed by any federal or state governmental body or agency due in part to the
Company’s representations that it will comply with the provisions of Regulation
D; (ii) if required by the laws or regulations of said state(s) the offering
contemplated hereby will be submitted to the appropriate authorities of such
state(s) for registration or exemption therefrom; and (iii) the documents used
in connection with this Offering have not been reviewed or approved by any
regulatory agency or government department, nor has any such agency or
government department made any finding or determination as to the fairness of
the Shares for investment.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.9           Such
Subscriber is aware that the Shares have not been registered under the Act. The
Subscriber has adequate means of providing for the Subscriber’s current needs
and personal and family contingencies, has no need for liquidity in the
investment contemplated hereby, and is able to bear the risk of loss of his
entire investment.

    


    3.10         Such
Subscriber (i) is a citizen or resident of the United States of America, (ii) is
at least 21 years of age, (iii) has adequate means of providing for his current
needs and personal contingencies, (iv) has no need for liquidity in his
investment in the Shares, and (v) maintains his domicile (and is not a transient
or temporary resident) at the address shown below.

    


    3.11         All
information which the Subscriber has provided the Company concerning the
Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge
of financial and business matters including, but not limited to, the information
set forth in the Purchaser Questionnaire, is correct and complete as of the date
hereof and as of the date of Closing, and if there should be any change in such
information prior to the Closing, the Subscriber will immediately provide the
Company with such new information. The Subscriber agrees that financial and
other information concerning the Subscriber may be disclosed by the Company to
any persons or entities that may enter into a transaction with the Company. The
Subscriber further agrees, if requested by the Company or its authorized
representative, to provide bank references or other confirming information
concerning the Subscriber’s financial information as may be reasonably requested
by the Company.

    


    3.12         Such
Subscriber represents that the Company has made available to him all information
which he deemed material to making an informed investment decision in connection
with his purchase of securities of the Company; that the Subscriber is in a
position regarding the Company, which, based upon employment, family
relationship or economic bargaining power, enabled and enables Subscriber to
obtain information from the Company in order to evaluate the merits and risks of
this investment; and that he has been represented by Counsel and been advised
concerning the risks and merits of this investment. Further, Subscriber
acknowledges that the Company has made available to him the opportunity to ask
questions of, and receive answers from the Company, its officers, directors and
other persons acting on its behalf, including: Mark D. Roberson, Acting Chief
Executive Officer, concerning the terms and conditions of his purchase
and to obtain any additional information, to the extent the Company possesses
such information or can acquire it without unreasonable effort or expense,
necessary to verify the accuracy of the information disclosed to Subscriber.
Further, Subscriber represents that no statement, printed material or inducement
was given or made by the Company or anyone on its behalf that is contrary to the
information disclosed to him.

    


    3.13         Such
Subscriber is familiar with the nature and extent of the risks inherent in
investments in unregistered securities and in the business in which the Company
is engaged and intends to engage and has determined, either personally or in
consultation with the Subscriber’s Purchaser Representative or attorney, that an
investment in the Company is consistent with the Subscriber’s investment
objectives and income prospects.

    


    3.14         Such
Subscriber acknowledges that the Company has made available to

    him, at a
reasonable time prior to his purchase of the Shares, the opportunity to ask
questions of, and receive answers from, the Company concerning the terms and
conditions of the offering and to obtain any information, to the extent that the
Company possesses such information or can acquire it without unreasonable effort
or expense, which is necessary to verify the accuracy of the information given
to him or otherwise to make an informed investment decision.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.15         Such
Subscriber acknowledges that the Company has the unconditional right to accept
or reject this subscription, in whole or in part. The Company will notify the
Subscriber whether this subscription is accepted or rejected. If such
subscription is rejected, payment will be returned to the
Subscriber.

     

    3.16         If
the Subscriber is a corporation, trust, partnership or other entity that is not
an individual person, it has been formed and validly exists and has not been
organized for the specific purpose of purchasing the Shares and is not
prohibited from doing so.

    


    3.17         If
the Subscriber is purchasing the Shares in a fiduciary capacity for another
person or entity, including without limitation a corporation, partnership, trust
or any other entity, the Subscriber has been duly authorized and empowered to
execute this Subscription Agreement and all other subscription documents, and
such other person fulfills all the requirements for purchase of the Shares as
such requirements are set forth herein, concurs in the purchase of the Shares
and agrees to be bound by the obligations, representations, warranties and
covenants contained herein. Upon request of the Company, the Subscriber will
provide true, complete and current copies of all relevant documents creating the
Subscriber, authorizing its investment in the Company and/or evidencing the
satisfaction of the foregoing.

    


    4.           
 Indemnification.
Subscriber hereby agrees to indemnify and hold harmless the Company and the
Company’s officers, directors, employees, agents and affiliates from and against
any and all damages, losses, costs, liabilities and expenses (including, without
limitation, reasonable attorneys’ fees) which they, or any of them, may incur by
reason of the Subscriber’s failure to fulfill any of the terms and conditions of
this Agreement or by reason of the Subscriber’s breach of any of his
representations and warranties contained herein. This Agreement and the
representations and warranties contained herein shall be binding upon the
Subscriber’s heirs, executors, administrators, representatives, successors and
assigns.

    


    THE
COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FOR VIOLATIONS OF STATE OR FEDERAL
SECURITIES LAWS IS VOID AS AGAINST PUBLIC POLICY AND THEREFORE
UNENFORCEABLE.

    


    5.        
    Arbitration
Agreement.

    


    5.1           Subscriber
represents, warrants and covenants that any controversy or claim brought
directly, derivatively or in a representative capacity by him in his capacity as
a present or former security holder, whether against the Company, in the name of
the Company or otherwise, arising out of or relating to any acts or omissions of
the Company, or any security holder or any of their officers, directors, agents,
affiliates, associates, employees or controlling persons (including without
limitation any controversy or claim relating to a purchase or sale of the Note)
shall be settled by arbitration under the Federal Arbitration Act in accordance
with the commercial arbitration rules of the American Arbitration Association
(“AAA”) and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. Any controversy or claim brought by
the Company against the Subscriber, whether in his capacity as present or former
security holder of the Company in or against any of the Subscriber’s officers,
directors, agents, affiliates, associates, employees or controlling persons
shall also be settled by arbitration under the Federal Arbitration Act in
accordance with the commercial arbitration rules of the AAA and judgment
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. In arbitration proceedings under this Paragraph 5, the parties shall be
entitled to any and all remedies that would be available in the absence of this
Paragraph 5 and the arbitrators, in rendering their decision, shall follow the
substantive laws that would otherwise be applicable. This Paragraph 5 shall
apply, without limitation, to actions arising in connection with the offer and
sale of the Notes contemplated by this Agreement under any Federal or state
securities laws.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2           The
arbitration of any dispute pursuant to this Paragraph 5 shall be held in
Charlotte, North Carolina, where the principal business of the Company is
located or in such other location as the Company designates.

    


    5.3           Notwithstanding
the foregoing in order to preserve the status quo pending the resolution by
arbitration of a claim seeking relief of an injunctive or equitable nature, any
party, upon submitting a matter to arbitration as required by this Paragraph 5,
may simultaneously or thereafter seek a temporary restraining order or
preliminary injunction from a court of competent jurisdiction pending the
outcome of the arbitration.

    


    5.4           This
Paragraph 5 is intended to benefit the security holders, agents, affiliates,
associates, employees and controlling persons of the Company, each of whom shall
be deemed to be a third party beneficiary of this Paragraph 5, and each of whom
may enforce this Paragraph 5 to the full extent that the Company could do so if
a controversy or claim were brought against it.

    


    5.5           Subscriber
acknowledges that this Paragraph 5 limits a number of Subscriber’s rights,
including without limitation (i) the right to have claims resolved in a court of
law and before a jury; (ii) certain discovery rights; and (iii) the right to
appeal any decision.

    


    6.       
     Applicable Law. This
Agreement shall be construed in accordance with and governed by the laws
applicable to contracts made and wholly performed in the State of North
Carolina.

    


    7.          
  Execution
in Counterparts. This Subscription Agreement may be executed in one or
more counterparts.

    


    8.       
     Persons Bound. This
Subscription Agreement shall, except as otherwise provided herein, inure to the
benefit of and be binding on the Company and its successors and assigns and on
each Subscriber and his respective heirs, executors, administrators, successors
and assigns.

    


    9.         
   Entire Agreement.
This Subscription Agreement, when accepted by the Company, will constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. This Subscription Agreement may not be modified,
changed, waived or terminated other than by a writing executed by all the
parties hereto. No course of conduct or dealing shall be construed to modify,
amend or otherwise affect any of the provisions hereof.

    


    10.           Assignability. The
Subscriber acknowledges that he may not assign any of his rights to or interest
in or under this Agreement without the prior written consent of the Company, and
any attempted assignment without such consent shall be void and without
effect.

    


    11.           Notices. Any notice
or other communication required or permitted hereunder shall be in writing and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid,
to the address of each party set forth herein. Any such notice shall be deemed
given when delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, three days after the date of deposit in the United
States mails.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    12.           Interpretation.

    


    12.1         When
the context in which words are used in this Agreement indicates that such is the
intent, singular words shall include the plural, and vice versa, and masculine
words shall include the feminine and neuter genders, and vice
versa.

    


    12.2         Captions
are inserted for convenience only, are not a part of this Agreement, and shall
not be used in the interpretation of this Agreement.

    


    13.           CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS
READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE
SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIBER
SIGNATURE PAGE

    


    The
undersigned, desiring to subscribe for the number of Shares of PokerTek, Inc.
(the “Company”) as is set forth below, acknowledges that he has received and
understands the terms and conditions of the Subscription Agreement attached
hereto and that he does hereby agree to all the terms and conditions contained
therein.

    


    IN WITNESS WHEREOF, the
undersigned has hereby executed this Subscription Agreement as of the date set
forth below.

    


    (PLEASE
PRINT OR TYPE)

    


    
      
        	
                Number
      of Shares:

              	
                357,143

              	 
	 
      	 
      	 
	
                Total
      Amount of Subscription:

              	
                $250,000

              	 
	 
      	 
      	 
	
                Exact
      name(s) of Subscriber(s):

              	
                Morris
      Goldfarb & Arlene Goldfarb JTWROS

              	 
	 
      	 
      	 
	
                Signature
      of Subscriber(s)*:

              	 
      	 
	 
      	
                /s/ Morris Goldfarb

              	 
	 
      	
                /s/ Arlene Goldfarb

              	 
	 
      	
                (Signature)

              	 
	 
      	 
      	 
	
                 

              	
                Morris Goldfarb

              	 
	
                 

              	
                Arlene Goldfarb

              	 
	
                 

              	
                (Type
      or Print Name)

              	 
	 
      	 
      	 
	
                Date:   August
      27, 2009

              	 
      	 


      

    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ACCEPTANCE
OF SUBSCRIPTION

    


    I, Mark D.
Roberson, Acting Chief Executive Officer of PokerTek, Inc. for and on behalf of
the Company, hereby accept the subscription of Morris Goldfarb and Arlene
Goldfarb JTWROS to purchase 357,143 Shares of PokerTek, Inc. for the aggregate
consideration of $250,000 this 27th day of August, 2009.

    


    PokerTek,
Inc.

    


    


    /s/ Mark D.
Roberson 

    Mark D.
Roberson, Acting
Chief Executive Officer