GPS Industries, Inc. Sample Contracts

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EXHIBIT 4.4 PLEDGE AGREEMENT
Pledge Agreement • October 4th, 2000 • Inforetech Wireless Technology Inc • Services-services, nec • New York
RECITALS:
Agreement and Plan of Merger • January 29th, 2001 • Inforetech Wireless Technology Inc • Services-services, nec • California
WARRANT TO PURCHASE COMMON STOCK OF inFOREtech Wireless Technologies Inc.
Inforetech Wireless Technology Inc • October 4th, 2000 • Services-services, nec • Nevada
ARTICLE 1 DEFINITIONS
Inforetech Wireless Technology Inc • October 4th, 2000 • Services-services, nec • New York
RECITALS
Registration Rights Agreement • October 4th, 2000 • Inforetech Wireless Technology Inc • Services-services, nec • Delaware
AGREEMENT
Agreement • June 27th, 2001 • Inforetech Wireless Technology Inc • Services-services, nec
RECITALS
Agreement • November 19th, 2001 • Inforetech Wireless Technology Inc • Communications equipment, nec • California
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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2006 • GPS Industries, Inc. • Communications equipment, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of_________, 200_, 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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ASSET PURCHASE AGREEMENT BY AND BETWEEN GPS INDUSTRIES, INC. AND UPLINK CORPORATION DATED: as of August 31, 2007
Asset Purchase Agreement • January 25th, 2008 • GPS Industries, Inc. • Communications equipment, nec • Texas

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2007 (the “Agreement Date”), is by and among GPS INDUSTRIES, INC., a Nevada corporation (“Buyer”), on the one hand, and UPLINK CORPORATION, a Texas corporation (“Seller”), on the other hand.

EMPLOYMENT AGREEMENT
Employment Agreement • October 23rd, 2007 • GPS Industries, Inc. • Communications equipment, nec • England

This EMPLOYMENT AGREEMENT dated as of June 1, 2007 is entered into by and between Golf Academies Limited (the “Company”), and John Benjamin Edward Porter the undersigned individual (“Executive”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 6th, 2008 • GPS Industries, Inc. • Communications equipment, nec • Nevada

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and GPS INDUSTRIES, INC., a Nevada corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2007 • GPS Industries, Inc. • Communications equipment, nec • New York

In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, any Buyer may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

PROMISSORY NOTE
GPS Industries, Inc. • May 14th, 2007 • Communications equipment, nec

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION.

PATENT LICENSE AGREEMENT
Patent License Agreement • April 15th, 2009 • GPS Industries, Inc. • Communications equipment, nec • Florida

THIS PATENT LICENSE AGREEMENT (this "Agreement") is effective as of 12 January 2009 (the "Effective Date"), by GPS Industries, Inc., a Nevada corporation having its principal place of business in Sarasota, Florida ("GPSI") and GolfView Investors, LLC, a Florida limited liability company with its principal place of business in Sarasota, Florida ("GolfView ").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 23rd, 2007 • GPS Industries, Inc. • Communications equipment, nec • Nevada
AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 25th, 2008 • GPS Industries, Inc. • Communications equipment, nec

This Amendment to Asset Purchase Agreement (the “Amendment”) by and between GPS INDUSTRIES, INC. a Nevada corporation (“Buyer”) and UPLINK CORPORATION, a Texas corporation (“Seller”) is made and entered into as of January 18, 2008 with reference to the following:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2008 • GPS Industries, Inc. • Communications equipment, nec • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 18th day of January 2008, by and between GPS Industries, Inc., a Nevada corporation (the “Company”), and Uplink Corporation, a Texas corporation (“Uplink,” together with the Company, the “Parties”).

REPLACEMENT PATENT LICENSE AGREEMENT
Replacement Patent License Agreement • April 15th, 2009 • GPS Industries, Inc. • Communications equipment, nec • Delaware

This Replacement License Agreement ("Agreement") is entered into as of the 31st day of December, 2008 (the "Effective Date"), by GPS Industries, Inc., a Nevada corporation having its principal place of business in Sarasota, Florida ("GPSI"), Optimal Golf Solutions, Inc. (“OGSI”), a wholly-owned subsidiary of GPSI and Optimal I.P. Holdings, L.P., a Texas limited partnership having its principal place of business at 8017 Davis Mountain Pass, Austin, Texas 78720 ("Optimal").

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