Common use of Exculpation Among Purchasers Clause in Contracts

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming Investments, Inc. By:_______________________________ Name:_____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ Name: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance of the principal sum on or before the Maturity Date (defined below). The Company shall make payment at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.

Exculpation Among Purchasers. Each Purchaser acknowledges that ---------------------------- it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note and Warrant Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming InvestmentsAVANTGO, Inc. INC. By:: /s/ Xxxxxxx Xxxx ----------------------------------- Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: _______________________________________ (Purchaser Name:) By: _____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_________________________________ NameTitle: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE ________________________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to Address: ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of __________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance _______________________________________ Fax: __________________________________ SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT THE XXXXXXX XXXXX GROUP, INC. By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- XXXXX XXXXXX XXXX 0000, X.X. By: Stone Street 2000, L.L.C., its general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By: Bridge Street Special Opportunities 2000, L.L.C., it general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxxxxx ----------------------------------- Title: Vice President --------------------------------- XXXXXXX XXXXX INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxxxxxx ------------------------------------ Title: Vice President ----------------------------------- SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT The parties have executed this Series D Preferred Stock Purchase Agreement as of the principal sum on or before the Maturity Date date first written above. COMPANY: AVANTGO, INC. By: _____________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Ford Motor Company ----------------------------------------- (defined below). The Company shall make payment at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note"Purchaser Name) is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx ----------------------------------- Title: Assistant Secretary ----------------------------------

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. The parties have executed this Convertible Note Common Stock and Warrant Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming InvestmentsHELIX BIOMEDIX, Inc. INC. By:_______________________________ Name:_____________________________ Title:____________________________ Address:__________________________ : --------------------------------------------- R. Sxxxxxx Xxxxxx, President and CEO Purchaser's Signature Page --------------------------------------------- Name (Printed) --------------------------------------------- Signature Date --------------------------------------------- Name if jointly held (Printed) ---------------------------------------------- Signature Date ---------------------------------------------- Title if Applicable ---------------------------------------------- Social Security Number or ID ---------------------------------------------- Address ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- Email Address ---------------------------------------------- Telephone ---------------------------------------------- Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ Name: Xxxxx Romania Signature Page to Stock and Warrant Purchase Agreement EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price PURCHASER SHARES OF COMMON STOCK SHARES OF WARRANT STOCK $ INVESTED --------- ---------------------- ----------------- --------------- ------------- VC Partners----------------------- ---------- Axxxx Xxxxxxxxx 17,000 0 $25,500 Fxxxx Xxxxxxxx 10,000 0 $10,000 Sxxxxxx X. Xxxxxx 10,000 0 $15,000 Gxxxxx Xxxxxx 66,667 0 $100,000 Wxxxxxx Xxxxxxxx 26,667 0 $40,000 Kxxxx Xxxxxx 17,000 0 $17,000 Jxxxx X. Xxxxxxxx 34,000 0 $51,000 RBFSC, LLC Inc. 750,000 0 $60,000 60,000 1,125,000 Pxxxxx, Xxxxxxx 28,000 0 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas42,000 Sxxxxxxxxx, NV 89120 Xxxx Xxxxx Xxxxxxxx 20,000 0 $30,000 30,000 ABC Investment Group 500,000 0 $0.40/share 0000 750,000 Sxxxxx, Xxxx 10,000 0 $15,000 Sxxxxx, Xxxxxx 10,000 0 $15,000 Txxxxx, Xxxxx 10,000 0 $15,000 Gxxxxxxx, Xxxxxx 10,000 0 $15,000 Lxxxxxxxx, Xxxxx 16,667 0 $25,000 Wxxxx, Xxxxxxxx 12,500 0 $18,750 Axxxxxxx, Xxxxx 10,000 0 $15,000 Kxxxx, Xxxxxx 10,000 0 $15,000 Sxxxxx, Xxxxx X. 13,333 0 $20,000 MxXxxx, Xxxxxxx 25,000 0 $37,500 Oxxxxxx, Xxxx 25,000 0 $37,500 Jxxxx, Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania 33,333 0 $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- 50,000 EXHIBIT B - FORM OF NOTE WARRANT THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED TRANSFERRED IN THE ABSENCE OF WITHIN A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE UNITED STATES, ITS TERRITORIES SECURITIES UNDER SUCH ACT AND POSSESSIONS, APPLICABLE STATE SECURITIES LAWS OR ANY AREA SUBJECT UNLESS (i) SOLD PURSUANT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND (ii) AT THE OPTION OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED HAS BEEN DELIVERED TO THE COMPANY. -------------------------------------------------------------------------------- HOLDER(S): WARRANT NUMBER: -------------------------------------------------------------------------------- NO. OF SHARES FOR WHICH THIS NOTE WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTSINITIALLY EXERCISABLE: -------------------------------------------------------------------------------- ISSUE DATE: TERMINATION DATE: -------------------------------------------------------------------------------- WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF HELIX BIOMEDIX, INC. SECURED CONVERTIBLE PROMISSORY NOTE THIS CERTIFIES THAT, for valuable consideration, that the undersigned, together with (his/her/its) successors and permitted assigns (the "Holder") is entitled to purchase, subject to the terms set forth below, up to _____________________ Las Vegasshares of duly authorized, Nevada For validly issued, fully paid and nonassessable shares of common stock, $0.001 par value received, Strategic Gaming Investmentsper share (the "Common Stock") of Helix BioMedix, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance of the principal sum on or before the Maturity Date (defined below). The Company shall make payment at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.

Exculpation Among Purchasers. Each Purchaser acknowledges that ---------------------------- it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note and Warrant Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming InvestmentsAVANTGO, INC. By: /s/ Xxxxxxx Xxxx ----------------------------------- Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: _______________________________________ (Purchaser Name) By: ___________________________________ Name: _________________________________ Title: ________________________________ Address: ______________________________ _______________________________________ Fax: __________________________________ SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT THE XXXXXXX XXXXX GROUP, INC. By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- XXXXX XXXXXX XXXX 0000, X.X. By: Stone Street 2000, L.L.C., its general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx ---------------------------------- Title: Vice President --------------------------------- BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P. By: Bridge Street Special Opportunities 2000, L.L.C., it general partner By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxxxxx ----------------------------------- Title: Vice President --------------------------------- XXXXXXX XXXXX INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxxxxx -------------------------------------- Name: Xxxxx Xxxxxxxxxx ------------------------------------ Title: Vice President ----------------------------------- SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By: _____________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Ford Motor Company ----------------------------------------- (Purchaser Name) By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxx ----------------------------------- Title: Assistant Secretary ---------------------------------- Address: 0 Xxxxxxxx Xxxx -------------------------------- Xxxxxxxx, XX 00000-0000 -------------------------------- Fax: [******] ------------------------------------ SIGNATURE PAGE TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By: ___________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Imagine Health, Inc. ------------------------------------------ (Purchaser Name) By: /s/ Xxxxxxx X. Xxxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxx ------------------------------------ Title: Vice President ----------------------------------- Address: c/o Kesson HBOC, Inc. --------------------------------- Xxx Xxxx Xxxxxx --------------------------------- Xxx Xxxxxxxxx, XX 00000 --------------------------------- Fax: [******] -------------------------------------- ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By:____________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: American Express Travel Related Services Company, Inc. ---------------------------------------- (Purchaser Name) By: /s/ Xxxxxxx Xxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxxxx ----------------------------------- Title: SVP, Interactive Investments ---------------------------------- Address: 000 Xxxxx Xxxxxx, 31/st/ Floor -------------------------------- Xxx Xxxx, XX 00000-0000 ----------------------------------------- Fax: [******] --------------------------------- ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By:_____________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Pinnacle Ventures ----------------------------------------- (Purchaser Name) By: /s/ Xxxxxxxxxxx X. Xxxxxxx ------------------------------------- Name: Xxxxxxxxxxx X. Xxxxxxx ----------------------------------- Title: Principal ---------------------------------- Address: 000 Xxxxx Xxxxxx ------------------------------- Xxx Xxxxx, XX 00000 ----------------------------------------- Fax: [******] ------------------------------------ ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By:________________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Xxxxxxx X. Xxxxxx ------------------------------------------- (Purchaser Name) By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Name:______________________________________ Title:_____________________________________ Address: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 0000 --------------------------------- Xxxx Xxxx, XX 00000 ------------------------------------------- Fax:__________________________ Facsimile Number:_________________ PURCHASERSThe parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: VC PARTNERSAVANTGO, LLC INC. By:________________________________________ Xxxxxxx Xxxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 PURCHASER: Xxxxxx X. Xxxxxxxx ------------------------------------------- (Purchaser Name) By: /s/ Xxxxxx X. Xxxxxxxx --------------------------------------- Name:______________________________________ Title:_____________________________________ XXXX XXXXX Address: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 0000 --------------------------------- Xxxx Xxxx, XX 00000 ------------------------------------------- Fax: [******] -------------------------------------- ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The parties have executed this Series D Preferred Stock Purchase Agreement as of the date first written above. COMPANY: AVANTGO, INC. By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ NameXxxxxxx Xxxx, Chief Executive Officer Address: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx000 Xxx Xxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance of the principal sum on or before the Maturity Date (defined below). The Company shall make payment at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.PURCHASER:

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securitiespurchase of the Notes and Warrants. [Signature Pages Follow] The parties have executed this Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming InvestmentsSCOLR, Inc. INC. By:: ------------------------------------- Name: Title: Address: 8340 154th Avenue N.E. Xxxxxxx, Xxxxxxxxxx 00000 XXXXXXXXXXX XXXXXXXXX XXXX XX XXXX XXXXXXXX XXXXXXXXX Xxx xxxxxxx xxve executed this Note Purchase Agreement as of the date first written above. PURCHASERS: IF AN ENTITY: Name of Entity: By: ----------------------------------------- Name: ----------------------------------------- (print) Title: ----------------------------------------- Address: Taxpayer Identification Number: IF AN INDIVIDUAL: --------------------------------------- Signature Name: ----------------------------------------- (print) Address: Social Security Number: COUNTERPART SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT EXHIBITS Exhibit A - Schedule of Purchasers Exhibit B - Term Sheet Exhibit C - Form of Subordinated Note Exhibit D - Form of Warrant EXHIBIT A SCHEDULE OF PURCHASERS (Omitted for Form 8-K filing) EXHIBIT B TERM SHEET (Omitted for Form 8-K Filing) EXHIBIT C FORM OF SUBORDINATED NOTE EXHIBIT C SUBORDINATED NOTE U.S.$_____________ _______________________________ Name:_____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ Name: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners2003 FOR VALUE RECEIVED, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegasthe undersigned, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las Vegas, Nevada For value received, Strategic Gaming InvestmentsSCOLR, Inc., a Delaware corporation (the "CompanyMaker") with an address at 8340 154th Avenue N.E., Redmond, Washington 98052, subject to the terms xx xxxx Xxxxxxxxxx Xxxx (xxxx "Xxxx"), hereby xxxxxxxxxonally promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, order of [ ] (the ("HolderLender"), by check or wire transfer at Lender's option, to the principal amount of _________________ with simple interest thereon at bank account specified by the rate of eight percent (8.0%) per annum on the unpaid balance of the principal sum on Lender, or before the Maturity Date (defined below). The Company shall make payment at such other place as the Holder indicates a holder hereof may from time to time direct in Section 17 herein. All principal and interest shall be payablewriting, as provided for herein, in immediately available funds in lawful money of the United States of America. The America and in immediately available funds, the principal amount of this secured convertible promissory note [ ] DOLLARS (U.S.$[ ]) (the "NoteLoan"), on the earliest of (i) is convertible into common stock the seventieth (70th) day following the date hereof, (ii) the closing of the Company sale or other disposition of all of the Maker or its business or, for consideration of at least $1,250,000, any portion of the Maker's business as it exists on the date hereof, whether by asset sale or other transaction, and (iii) the completion by the Maker of any debt or equity financing resulting in gross proceeds of at least $1,000,000 (the earliest date as of which any of the foregoing (i), (ii) or (iii) occurs being referred to herein as the "Common StockMaturity Date"). Any amounts that have become due and payable in accordance with this Note (whether at stated maturity, by acceleration or otherwise) as more fully set forth hereinand remain unpaid by the Maker shall accrue interest thereafter until payment in full of such amounts (both before and after judgment) at a rate of interest equal to two (2%) percent per month (or twenty-four (24%) percent per year) and such interest shall be payable on the first day of each month. Interest payable hereunder shall be payable on the basis of a 365-day year and the actual number of days elapsed.

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, entity in making its investment or decision to invest in the CompanyPartnership. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Notes and Securities. The parties have executed this Secured Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANYPALTAR NATION LIMITED PARTNERSHIP By:/s/ Xxxxxx X. Xxxxxx Xx. (Signature) Name: Strategic Gaming InvestmentsXxxxxx X. Xxxxxx Xx. Title: Vice President Address: 0000 Xxxxx Xxxxxx, Inc. Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Fax: Email: By:: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Family Trust 2015 $584,000 n/a $584,000 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO PALTAR NATION LIMITED PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. USD$__________ For value received, PALTAR NATION LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), promises to pay to _________________________________ Name:(the “Holder”), the principal sum of _____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:USD($___________________). Interest shall accrue from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal amount hereunder at a rate equal to 10.00% per annum; provided, that on and after the Maturity Date (as defined below) or an Event of Default (as defined below), interest shall accrue from and after such date on the unpaid principal and all accrued but unpaid interest of this Note at a rate equal to 15.00% per annum. This Note is one of a number of promissory notes (collectively, the “Notes”) issued under that certain Secured Convertible Note Purchase Agreement initially dated as of __________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ Name: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ____________, 2015, by and among the registered holder hereof Partnership and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum Purchasers listed on the unpaid balance of signature pages thereto (the principal sum on or before the Maturity Date (defined below“Purchase Agreement”). The Company shall make payment at such place as This Note is subject to the Holder indicates in Section 17 herein. All principal following terms and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.conditions:

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company Corixa and its officers and directors, in making its investment or decision to invest in the CompanyCorixa. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securitiespurchase of the Stock. [Signature Pages Follow] The parties have executed this Convertible Note and Warrant Common Stock Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming Investments, Inc. CORIXA CORPORATION By:: _______________________________ Name:_____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ Name: Xxxx __________________________________ (print) Title: _________________________________ Address: 1124 Xxxxxxxx Xxxxxx Xxxxx XXXXX ROMANIA 000 Xxxxxxx, XX 00000 PURCHASERS: WARBURG, PINCXX XXXTURES L.P. By:: Warburg, Pincxx & Xo., its general partner Name: __________________________________ (print) Title: _________________________________ INTERNATIONAL BIOTECHNOLOGY TRUST PLC By: ____________________________________ Name: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000 Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTS: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE __________________________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to print) Title: ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _____________________ with simple interest thereon at the rate SIGNATURE PAGE TO CORIXA CORPORATION COMMON STOCK PURCHASE AGREEMENT Exhibit A - Schedule of eight percent (8.0%) per annum on the unpaid balance Purchasers Exhibit B - Disclosure Schedule 18 EXHIBIT A SCHEDULE OF PURCHASERS Warburg, Pincxx Xxxtures, L.P. 466 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxternational Biotechnology Trust plc c/o Rothschild Asset Management Limited St. Xxxxxxx'x Xxxx Xxxxxx, EC4N 8NR England CORIXA CORPORATION DISCLOSURE SCHEDULE TO COMMON STOCK PURCHASE AGREEMENT This Disclosure Schedule is made and given as of December 11, 1998 pursuant to Section 2 of the principal sum Common Stock Purchase Agreement among Corixa Corporation, a Delaware corporation ("Corixa") and the investors listed on or before Exhibit A attached thereto (the Maturity Date (defined below"Agreement"). The Company shall make payment at such place as section numbers in this Disclosure Schedule correspond to the Holder indicates section numbers in Section 17 herein. All principal and interest the Agreement; however, any information disclosed herein under any section number shall be payabledeemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would otherwise be appropriate. Any terms defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. 1. Warrant to purchase up to 151,515 shares of Corixa Common Stock at an exercise price of $6.60 per share dated April 9, as provided for herein1996 issued to Vaxcel, in immediately available funds in lawful money Inc. 2. Warrant to purchase up to 75,757 shares of the United States Corixa Common Stock at an exercise price of America$0.001 per share dated May 22, 1996 issued to Southern Research Institute. 3. The principal amount Warrant to purchase up to 1,242 shares of this secured convertible promissory note (the "Note") is convertible into common stock Corixa Common Stock at an exercise price of the Company (the "$6.60 per share dated August 6, 1996 issued to Victxx Xxxxxxx. 4. Warrant to purchase up to 1,846 shares of Corixa Common Stock") as more fully set forth herein.Stock at an exercise price of $6.60 per share dated August 6, 1996 issued to Stevxx X.

Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities. The parties have executed this Convertible Note and Warrant Series A Preferred Stock Purchase Agreement as of the date first written aboveabove written. COMPANY: Strategic Gaming InvestmentsAPPLIED DISCOVERY, Inc. INC. By:_______________________________ Name:_____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ Name:_____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ ----------------------------------------- Name: Xxxx Michael C. Weaver Title: President Address: 1756-114th Street Southeast Xxxxx XXXXX ROMANIA By:_______________________________ Name: Xxxxx Romania EXHIBIT A SCHEDULE OF PURCHASERS INITIAL INVESTMENT: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC Partners, LLC $60,000 60,000 $0.40/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share 0000 Xxxxxxxx Xxxxx Xxxxxx000 Xxxxxxxx, XX 00000 PURCHASERS: ZILKHA VENTURE PARTNERS, L.P. By: Zilkha Ventures, LLC its general partner By: AIMC LLC its managing member By: ----------------------------------------- Name: John P. Rigas Title: Managing Member Address: 767 Fifth Avenue Xxxxx Romania $30,000 30,000 $0.40/share 0000 Xxxxxxxxxxxx Xxx XxxxxxXxxx, XX 00000 SUBSEQUENT INVESTMENTSAPPLIED DISCOVERY PARTNERS, L.P. By: Name Applied Discovery Management LLC its general partner By: ----------------------------------------- Name: John P. Rigas Title: Managing Member Address: 767 Fifth Avenue Xxxxx 0000 Xxx Xxxx, XX 00000 DANIEL L. EILERS -------------------------------------------- Name: Daniel L. Eilers Address: 1000 Madison Drive Xxxxxxxx Xxxx, XX 00000 Xxdrey MacLean and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- EXHIBIT B - FORM OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Michael M. Clair, xx xxxxxxxx, or their successors, of the Audrey MacLean and Michael Clair Trust Agreement UAD 10/0/00 -------------------------------------------------- Name: Audrey MacLean, as trustee Address: STANLEY J MERESMAN AND SHARON A. XXXXXXXX, XX XXXXXXXX XX XXX MERESMAN FAMILY TRUST U/D/T DATED 9/13/1989, AS AMENDED (THE "ACT")-------------------------------------------------- Name: Stanley J. Meresman, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATESTrustee Address: 2071 Huntington Lane Xxx Xxxxx, ITS TERRITORIES AND POSSESSIONSXX 00000 XXFAQ MUNSHI -------------------------------------------------- Name: Asfaq Munshi Xxxxess: 1510 Page Mill Road Xxxx Xxxx, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTS, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las Vegas, Nevada For value received, Strategic Gaming Investments, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance of the principal sum on or before the Maturity Date (defined below). The Company shall make payment at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money of the United States of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth herein.XX 00000

Exculpation Among Purchasers. Each Purchaser acknowledges that ---------------------------- it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities. The parties have executed this Convertible Note and Warrant Series C Preferred Stock Purchase Agreement as of the date first written above. COMPANY: Strategic Gaming InvestmentsAVANTGO, Inc. INC. By:: /s/ Xxxxx Xxx ----------------------------------- Xxxxx Xxx, Chief Executive Officer Address: 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 INVESTORS: 21ST CENTURY INTERNET FUND, L.P. By: 21/st/ Century Internet Management Partners, LLC /s/ Xxxxx X. Xxxxxxxxx --------------------------------------- Xxxxx X. Xxxxxxxxx, Member H&Q AVANTGO INVESTORS, L.P. By: H&Q Management Corp. Its General Partner /s/ Xxxxxx Xxxxxxxxxxxx --------------------------------------- Xxxxxx Xxxxxxxxxxxx, Attorney-in-Fact ADOBE VENTURES II, L.P. By: Adobe Ventures Management II, LLC Its General Partner /s/ Xxxxxx Xxxxxxxxxxxx --------------------------------------- Xxxxxx Xxxxxxxxxxxx, Attorney-in-Fact SIGNATURE PAGE TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT XXXXXXXXX & XXXXX EMPLOYEE VENTURE FUND, X.X. XX By: H&Q Venture Management L.L.C. Its General Partner By: /s/ Xxxxxx X. Xxxxxx ---------------------------------- Its: Attorney-in-Fact ---------------------------------- /s/ Xxxxx Xxxxxxxx --------------------------------------- XXXXX XXXXXXXX SIGNATURE PAGE TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT 18 SLEEPY HOLLOW INVESTMENT PARTNERSHIP, L.P. By: /s/ Xxxx X. Xxxxx --------------------------------------- Name: /s/ (Mrs.) Xxxx X. Xxxxx ------------------------------------- Its: /s/ Officer of General Partner's -------------------------------------- Managing General Partner, -------------------------------------- FSI No. 2 Corporation -------------------------------------- MICROSOFT CORPORATION By: /s/ --------------------------------------- Name: _____________________________________ Name:Its: _____________________________ Title:____________________________ Address:__________________________ Facsimile Number:_________________ PURCHASERS: VC PARTNERS, LLC By:_______________________________ 3COM VENTURES, INC. By: /s/ Xxxxxxx Xxxxxx --------------------------------------- Name:: Xxxxxxx Xxxxxx ------------------------------------- Its: _____________________________ Title:____________________________ XXXX XXXXX By:_______________________________ NameSTEALTH FUND, L.P. By: Xxxx Xxxxx XXXXX ROMANIA By:_______________________________ /s/ Pacific Edge Investment Mgt, Inc. --------------------------------------- Name: Xxxxx Romania Xxxxx, President ------------------------------------- Its: General Partner -------------------------------------- TACIT FUND, L.P. By: /s/ Pacific Edge Investment Mgt, Inc. -------------------------------------- Name: Xxxxx Xxxxx, President ------------------------------------- Its: General Partner -------------------------------------- ENTREPRENEURS FUND, L.P. By: /s/ Xxxxxxx X. Xxxxxx --------------------------------------- Name: Xxxxxxx X. Xxxxxx -------------------------------------- Its: Managing Director --------------------------------------- SIGNATURE PAGE TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT RBW INVESTMENTS LLC By: /s/ Xxxxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxxxx X. Xxxxxx -------------------------------------- Its: Managing Director --------------------------------------- CORNERSTONE PROPERTIES I, LLP By: /s/ Xxxxx Xxxxxxx ---------------------------------------- Name: Xxxxx Xxxxxxx -------------------------------------- Its: Managing Member --------------------------------------- ANGEL INVESTORS, L.P. By: Angel Management, LLC Its General Partner By: /s/ J. Xxxxx XxXxxxx ---------------------------------------- Name: J. Xxxxx XxXxxxx -------------------------------------- Its: Admin Member --------------------------------------- TWB INVESTMENT PARTNERSHIP By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx -------------------------------------- Its: General Partner -------------------------------------- XXXXX PARTNERS LLC By: /s/ Xxxxxx Xxxxxx ---------------------------------------- Name: Xxxxxx Xxxxxx -------------------------------------- Its: Member --------------------------------------- /s/ Xxxxxxxxx X. Xxxxx -------------------------------------------- XXXXXXXXX XXXXX (signature) SIGNATURE PAGE TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT EXHIBIT A --------- SCHEDULE OF PURCHASERS INITIAL INVESTMENTPurchaser -------------------------------------- Sleepy Hollow Investment Partnership, L.P. Xxx Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Fax: Name Microsoft Corporation Xxx Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Attn: Chief Financial Officer CC: General Counsel, Finance and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- ------------- VC PartnersAdministration Fax: 3Com Ventures, LLC $60,000 60,000 $0.40Inc. C/share (a Nevada company) 0000 Xxxxx Xxxxxx Drive Las Vegas, NV 89120 Xxxx Xxxxx $30,000 30,000 $0.40/share O 3Com Corporation 0000 Xxxxxxxx Xxxxx XxxxxxXxxxx Xxxxx, XX 00000 Attn: Vice President, Business Development Fax: (000) 000-0000 cc: General Counsel Fax: (000) 000-0000 Adobe Ventures II, L.P. x/x Xxxxxxxxx & Xxxxx Romania $30,000 30,000 $0.40Incorporated Xxx Xxxx Xxxxxx, 18/share th/ Floor San Francisco, CA 94104 Fax: (000) 000-0000 Xxxxxxxxxxxx Xxxxxxxxx & Xxxxx Employee Venture Fund, X.X. XX. x/x Xxxxxxxxx & Xxxxx Incorporated Xxx Xxxx Xxxxxx, 18/th/ Floor San Francisco, CA 94104 Fax: (000) 000-0000 H&Q AvantGo Investors, L.P. x/x Xxxxxxxxx & Xxxxx Incorporated Xxx Xxxx Xxxxxx, 18/th/ Floor San Francisco, CA 94104 Fax: (000) 000-0000 The Tacit Fund, L.P. 000 Xxxxxxxx Xxxxxx, Suite 160 Palo Alto, CA 94301 Fax: (000) 000-0000 The Stealth Fund, L.P. 000 Xxxxxxxx Xxxxxx, Suite 160 Palo Alto, CA 94301 Fax: (000) 000-0000 Entrepreneurs Fund, L.P. 0000 Xxxxxxxxxxx Xxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Fax (000) 000-0000 RBW Investments LLC 0000 Xxxxxxxxxxx Xxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Fax (000) 000-0000 Cornerstone Properties LLP Bayshore Corporate Center 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 Fax: (000) 000-0000 Angel Investors, L.P. c/o Wilson, Sonsini, et al., 000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000 Fax: TWB Investment Partnership c/o Perkins Coie LLP 0000 Xxxxx Xxxxxx, 00/xx/ Xxxxx Xxxxxxx, XX 00000-0000 Fax: (000) 000-0000 Xxxxx Partners LLC 000 Xxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 SUBSEQUENT INVESTMENTSFax: Name and Address Face Amount Notes Warrants Shares Exercise Price ---------------------- ----------------- --------------- -------------- (000) 000-0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxx, XX 00000 Fax: (000) 000-0000 Xxxxx Xxxxxxxx 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 EXHIBIT B - FORM --------- FOURTH AMENDED AND RESTATED CERTIFICATE OF NOTE THIS SECURED CONVERTIBLE PROMISSORY NOTE ("NOTE" OR "SECURITIES") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT INCORPORATION OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR ANY AREA SUBJECT TO ITS JURISDICTION, OR TO ANY CITIZEN OR RESIDENT OF THE UNITED STATES OR ANY STATE, TERRITORY, OR POSSESSION THEREOF, INCLUDING ANY ESTATE OF SUCH PERSON OR ANY COMPANY, PARTNERSHIP, TRUST, OR OTHER ENTITY CREATED OR EXISTING UNDER THE LAWS THEREOF, UNTIL ONE YEAR AFTER THE CLOSING OF THE OFFERING IN WHICH THE HOLDER PURCHASED THE SECURITIES, AND THEREAFTER MAY NOT BE SO TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION UNDER THE ACT, COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AS DESCRIBED HEREIN. STRATEGIC GAMING INVESTMENTSAVANTGO, INC. SECURED CONVERTIBLE PROMISSORY NOTE _____________________ Las VegasThe undersigned, Nevada For value received, Strategic Gaming InvestmentsXxxxx X. Xxxxxxx III hereby certifies that: 1. He is the duly elected and acting Secretary of AvantGo, Inc., a Delaware corporation. 2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on June 30, 1997 under the corporate name "Bombardier Software, Inc." 3. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows: ARTICLE I The name of this corporation is AvantGo, Inc. (the "CompanyCorporation"), hereby promises to pay to ____________, the registered holder hereof and its authorized successors and permitted assigns, the ("Holder"), the principal amount of _________________ with simple interest thereon at the rate of eight percent (8.0%) per annum on the unpaid balance . ----------- ARTICLE II The address of the principal sum on or before Corporation's registered office in the Maturity Date (defined below)State of Delaware is 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx of New Castle. The Company shall make payment name of its registered agent at such place as the Holder indicates in Section 17 herein. All principal and interest shall be payable, as provided for herein, in immediately available funds in lawful money address is Corporation Service Company. ARTICLE III The purpose of the United States Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of America. The principal amount of this secured convertible promissory note (the "Note") is convertible into common stock of the Company (the "Common Stock") as more fully set forth hereinDelaware.