0000950129-05-008020 Sample Contracts

YOUBET.COM, INC. EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 9th, 2005 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California

This Stock Option Agreement (“Agreement”) is made and entered into as of the Date of Grant indicated above by and between Youbet.com, Inc., a Delaware corporation (the “Company”), and the Participant named above.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2005 • Youbet Com Inc • Services-miscellaneous amusement & recreation • California

This Agreement is made pursuant to the Stock Purchase Agreement dated as of June 1, 2005 by and among the Company, the Principals and the other parties named therein (the “Purchase Agreement”). In order to induce the Principals to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth herein. The execution of this Agreement is a condition to closing under the Purchase Agreement.

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