0001144204-06-018877 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of VENDINGDATA CORPORATION
Common Stock Purchase Warrant • May 8th, 2006 • Vendingdata Corp • Miscellaneous manufacturing industries

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November __, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VendingData Corporation, a Nevada corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to adjustment as set forth herein. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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AMENDED AND RESTATED SECURITIES PUT AGREEMENT
Securities Put Agreement • May 8th, 2006 • Vendingdata Corp • Miscellaneous manufacturing industries • California

This Amended and Restated Securities Put Agreement (this “Agreement”) is dated as of May 1, 2006, among VendingData Corporation, a Nevada corporation (the “Company”), and Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITY AGREEMENT
Security Agreement • May 8th, 2006 • Vendingdata Corp • Miscellaneous manufacturing industries

This Security Agreement (“Agreement”) is entered into effective as of May 1, 2006 by and among VendingData Corporation, a Nevada corporation (“Grantor”), and each of Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (“Secured Parties”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 8th, 2006 • Vendingdata Corp • Miscellaneous manufacturing industries • California

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 1, 2006, among VendingData Corporation, a Nevada corporation (the “Company”), Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (collectively the “Lenders”).

8% SENIOR SECURED NOTE PURCHASE AGREEMENT
Senior Secured Note Purchase Agreement • May 8th, 2006 • Vendingdata Corp • Miscellaneous manufacturing industries • California

This 8% Senior Secured Note Purchase Agreement (this “Agreement”) is dated as of May 1, 2006, by and among VendingData Corporation, a Nevada corporation (the “Company”), and Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (each, including its successors and assigns, a “Lender” and collectively the “Lenders”).

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