SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • September 7th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California
WinWin Gaming, Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
CONSULTING AGREEMENTConsulting Agreement • September 7th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
This Consulting Agreement (this “Agreement”) is made on August 29th, 2006, by and between WinWin Gaming, Inc., a Delaware corporation (“Client”), and Calico Capital Management, LLC, a Delaware limited liability company (“Consultant”).
AMENDED AND RESTATED VOTING AGREEMENT, IRREVOCABLE PROXY AND FORM OF STOCKHOLDERS’ WRITTEN CONSENTVoting Agreement • September 7th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware
This Amended and Restated Voting Agreement, Irrevocable Proxy and Form of Stockholders’ Written Consent, dated as of August 31, 2006 (this “Agreement”), is by and among Solidus Networks, Inc., a Delaware corporation (“Solidus”), WinWin Gaming, Inc., a Delaware corporation (“WinWin”), and the Stockholder listed on the signature page hereto (the “Stockholder”). Capitalized terms used herein, except as otherwise defined herein, shall have the meanings assigned to them in the Joint Venture Agreement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California
THIS REGISTRATION RIGHTS AGREEMENT is made as of August 31, 2006, by and between WINWIN GAMING, INC., a Delaware corporation (together with any successor thereto, the “Company”), and SOLIDUS NETWORKS, INC., dba PayByTouch Solutions, a Delaware corporation (“PBT”).
INVESTMENT OPTION AGREEMENTSecurities Agreement • September 7th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware
This INVESTMENT OPTION AGREEMENT, dated as of August 31, 2006, by and between SOLIDUS NETWORKS, INC., a Delaware corporation (the “Optionee”) and WINWIN GAMING, INC., a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to those terms in the JV Agreement (as defined below).
