0001299933-05-006861 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 28th, 2005 • Powerhouse Technologies Group Inc • Services-prepackaged software • Delaware

This Registration Rights Agreement (“Agreement”) is entered into as of December 23, 2005, between PowerHouse Technologies Group, Inc., a Delaware corporation with offices at 555 Twin Dolphin Drive, Suite 650, Redwood City, California, 94065 (the “Company”), and each of the parties listed under “Purchasers” hereto (each individually, the “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • December 28th, 2005 • Powerhouse Technologies Group Inc • Services-prepackaged software • New York

THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of December 23, 2005, by and among PowerHouse Technologies Group, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 555 Twin Dolphin Drive, Redwood City, California, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

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