0001144204-07-000766 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2007 • GPS Industries, Inc. • Communications equipment, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of December 2006, by and among GPS Industries, Inc., a Nevada corporation (the “Company”), and the persons set forth on the signature pages hereto (“Investors”).

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SHAREHOLDER AGREEMENT
Shareholder Agreement • January 8th, 2007 • GPS Industries, Inc. • Communications equipment, nec • New York

This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of December 29, 2006 by and between GPS Industries, Inc., a Nevada corporation (the “Company”), Leisurecorp LLC, a Dubai limited liability company (“Leisurecorp”), Great White Shark Enterprises, Inc., a Florida corporation (“GWSE”)(GWSE and Leisurecorp are herein collectively referred to as the “Investors”), Robert C. Silzer, Sr. and Douglas Wood (Mr. Silzer and Mr. Wood are herein collectively referred to as the “Conversion Shareholders).

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