CANCELLATION
AGREEMENT


 


THIS CANCELLATION
AGREEMENT (the “Cancellation
Agreement”) is made
and entered into as
of the 28th day
of September, 2015, among Lightning
Gaming, Inc.
(the “Company”)
and the persons listed as
the holders of capital stock
(“Stock”) on the signature
pages hereto (collectively,
the “Stock Holders”
and each individually a
“Stock Holder”).


 


WHEREAS,
the parties hereto previously
entered into that
certain Amended and
Restated Voting
Agreement, dated August
6, 2015 (the “Voting Agreement”)
pursuant to which the
parties agreed to vote all
of their Stock for the
election of certain candidates
to the Board of Directors
of the Company
(the “Board”)
as detailed in the
Voting Agreement; and


 


WHEREAS,
the parties hereto have
amicably determined that
it is in their collective best interest
to: (i) cancel the Voting
Agreement; and
(ii) provide for such additional
agreements as
are set forth herein.


 


NOW,
THEREFORE, in consideration
of the mutual covenants
contained in this
Cancellation Agreement,
and for other
good and valuable consideration,
the receipt and
adequacy of which
are hereby acknowledged,
and intending
to be legally bound hereby,
the parties agree
as follows:


 


1.                    
Cancellation of Voting
Agreement.


 


(a)                  
The Voting Agreement shall
be deemed terminated and
of no further
force or
effect as of
the date hereof.


 


(b)                 
The parties acknowledge that no vote
with regard to electing
the members
of the Board took place
between August 6, 2015 and the
date hereof.


 


(c)                  
The parties acknowledge that, as of
the date hereof and
going forward,
each party
shall be able
to vote its Stock with
regard to any votes
put before the Company’s
shareholders (including,
but not limited to, Board elections)
as it sees fit
and without needing
to consult with
any other party.


 


(d)                 
The parties acknowledge that, as of
the date hereof, there
are no individuals
or entities that are
an executive officer
of the Company
or who
own 5% of
the capital stock
of the Company
other than the applicable parties
hereto.


 


(e)                 
For the absence of
doubt, no party hereto shall
have any
right to designate
any full member
of the Board
or any
observer member of
the Board
except in accordance
with the
Company’s Articles
of Incorporation and
Bylaws.


 


(f)                  
For the absence of
doubt, the legend specified in Section
5 of the Voting
Agreement shall not be placed on
any Stock.


 






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2.                     
Notices. All notices,
requests, consents and other
communications hereunder
shall be in writing
and shall be personally
delivered or delivered by
overnight courier or mailed
by first-class
registered or
certified mail, postage prepaid,
return receipt requested,
or sent by
fax machine, or
sent by electronic
mail, return receipt
requested, addressed
as follows:




 


		(a)	If to the
Co-Investment Fund,
II, L.P.
(“CI-II”):








The Co-Investment Fund, II, L.P.


150 North
Radnor-Chester Road, Suite B101

Radnor, Pennsylvania
19087


Attention:
Brian K. Adamsky


Facsimile: (610) 971-2062


 


		(b)	If to the
Company at:



 


Lightning
Gaming Inc.


23 Creek
Circle, Suite 400


Boothwyn,
Pennsylvania 19061

Attention: Chief Executive Office


Facsimile: (610) 494-6654


 


		(c)	If to
a Stock Holder, to his or
its address on the
books of the Company.



 


3.                     
Integration: Amendments.
This Agreement embodies
the entire agreement and
understanding among
the parties hereto
and supersedes all
prior agreements and understandings
relating to the
subject matter hereof. Unless
otherwise specifically stated herein,
neither this Agreement
nor any
provision hereof may
be waived, modified,
amended or
terminated except as
approved in writing by
(i) the Company,
(ii) CI-II, and
(iii) the Stock Holders
holding more than
50% of the
Stock; provided, further, that
any provision herein
waived, modified, amended or
terminated with the
aforestated approval shall bind
all other parties who
do not consent or
otherwise expressly approve
such waiver, modification, amendment
or termination.


 


4.                  
Governing Law:
Successors and Assigns.
This Agreement shall
be governed by
the laws of the
Commonwealth of Pennsylvania regardless of
laws that might otherwise
govern under
applicable principles of conflicts of
laws and choice of laws thereof,
and shall be
binding upon the heirs, personal
representatives, executors, administrators,
successors and assigns
of the parties.


 


5.                  
Counterparts. This Agreement
may be
executed in two or more
counterparts, each
of which shall be
deemed an original,
but all of which together
shall constitute one and the
same instrument.


 


6.              
Severability. The illegality,
invalidity or
unenforceability of any
provisions of this Agreement
shall not affect the legality, validity
or enforceability
of any
other provisions of this
Agreement.


 






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7.             
Telecopy Execution and
Delivery.
A facsimile, telecopy or
other reproduction of this Agreement
may be
executed by one
or more parties hereto,
and an
executed copy of
this Agreement may
be delivered by
one or
more parties hereto by
facsimile or similar
electronic transmission device
pursuant to which the signature of
or on behalf of
such party can
be seen,
and such execution
and delivery shall
be considered valid, binding
and effective for all purposes.
At the request of
any party hereto,
all parties hereto agree
to execute an original
of this Agreement
as well as
any facsimile, telecopy
or other
reproduction hereof.


 


(Signature
Page Follows)





 






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IN
WITNESS WHEREOF, the
parties hereto have executed this
Agreement as of
the date first set
forth above.


 


COMPANY:


 


LIGHTNING GAMING,
INC.

By: /S/ Brian Haveson





Title:
 CEO


 


 


STOCKHOLDERS:


 


THE CO-INVESTMENT
FUND, II,
L.P.


 


By: Co-Investment
Management II,
L.P.

 Title:
General Partner


 


By: Co-Invest
II Capital Partners,
Inc. 

Title:
General Partner


 


 


By:
/s/ Brian Adamsky



 


 


 


 


Title:
 CFO & Treasurer


 


 


/s/
C. Fred Tecce


C.
Fred Tecce


 


 





/s/
Donald R. Caldwell


Don
Caldwell


 


 


/s/
Brian Haveson


Brian
Haveson


 


 





/s/
Richard Hansen





Richard
Hansen


 





 


/s/
Seth Berger 


Seth
Berger 




 


 


 


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