Exhibit 10.28 Form of Subscription Agreement Used for Private Placements THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY...Subscription Agreement • April 14th, 2004 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.48 NO SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT MAY BE MADE UNTIL THE EFFECTIVENESS OF A REGISTRATION STATEMENT OR OF A POST-EFFECTIVE AMENDMENT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Warrant Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • California
AGREEMENTAgreement • November 14th, 2003 • Winwin Gaming Inc • Services-business services, nec • California
EXHIBIT 10.1 - LOAN AND SECURITY AGREEMENT] LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT, dated March 22, 2005, between WINWIN GAMING, INC., a Delaware corporation ("Lender"), whose address is 8687 W Sahara, Suite 201, Las Vegas,...Loan and Security Agreement • March 25th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
BACKGROUNDSecurities Purchase Agreement • May 2nd, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation
AGREEMENTAgreement • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation • Texas
ARTICLE IJoint Venture Agreement • August 19th, 2003 • Winwin Gaming Inc • Services-business services, nec • California
EXHIBIT 10.1 AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT --------------------------------------------- AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT (this "Agreement") dated as of March 31, 2003, by and among WinWin, Inc., a Nevada corporation...Stock Exchange Agreement • April 3rd, 2003 • Winwin Gaming Inc • Services-business services, nec • California
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 25, 2005, by and among Winwin Gaming, Inc., a Delaware corporation, with headquarters located at 8687 W. Sahara Ave. Suite 201, Las Vegas, Nevada...Registration Rights Agreement • February 28th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 25, 2005, by and among WinWin Gaming, Inc., a Delaware corporation, with headquarters located at 8687 W. Sahara Ave. Suite 201, Las Vegas, Nevada...Securities Purchase Agreement • February 28th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.14 REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT (this "Agreement") effective this 25th day of March, 2002 by and between GCH Capital, Ltd., a California corporation ("GCH") and Junum Incorporated, a Delaware corporation ("Junum"),...Reimbursement Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • California
RECITALSMarketing Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • California
Exhibit 10.19 CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (the "Agreement") is entered into as of the 1st day of March, 2002 (the "Effective Date") by and between Junum Incorporated, a Delaware corporation (the "Company"), and Crosby Haffner (the...Consultant Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • California
COOPERATION AGREEMENT ("Agreement") [Chinese Text]Cooperation Agreement • January 2nd, 2004 • Winwin Gaming Inc • Services-business services, nec
EXHIBIT 10.3 AMENDED AND RESTATED SECURITY AGREEMENT SECURITY AGREEMENT dated as of March 31, 2003, by and between WinWin Gaming, Inc., a Delaware corporation ("WinWin"), WinWin Acquisition Corp, a Nevada corporation (the "BORROWER", sometimes...Security Agreement • April 3rd, 2003 • Winwin Gaming Inc • Services-business services, nec • California
EXHIBIT 10.40 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") is made and entered into as of this the 29th day of July, 1997 by and among Zeotech Industries, Inc., Ed Hemsted, KJM Capital Corp., Keith J....Agreement • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation
RecitalsAgreement • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation
EXHIBIT 10.2 GUARANTY AND PLEDGE AGREEMENT] GUARANTY AND PLEDGE AGREEMENT This GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of March 22, 2005 is entered into by and among Hongsuk Lee, an individual residing at 17-806 Woosung Apartment...Guaranty and Pledge Agreement • March 25th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
WITHESSETHInvestment Banking Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • New York
EXHIBIT 10.48 DESERT MINERALS, INC./CHARLES JACKSON, et al. EXPLORATION AGREEMENT AND OPTION TO LEASEExploration Agreement • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation • California
Exhibit 10.1 Cooperation Contract Cooperation Contract Party A: Shanghai Welfare Lottery Issuing Center Party B: Win Win Consulting (Shanghai) Co., Ltd. This is a cooperation agreement by and between Shanghai Welfare Lottery Issuing Center ("Party A")...Winwin Gaming Inc • September 22nd, 2005 • Services-miscellaneous amusement & recreation
BACKGROUNDStock Purchase Agreement • June 15th, 2004 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation
are contemplated with respect to said PREMISES. 19. Recordation. This Agreement shall not be recorded, however, the Memorandum of Exploration Agreement with Option to Lease attached hereto as EXHIBIT "C" shall be executed and recorded promptly...Mining Lease • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation • California
Revolving Credit Note and Agreement, dated March 16, 2005, between the Company and John Gronvall REVOLVING LINE OF CREDIT NOTE AND AGREEMENTNote and Agreement • March 21st, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation
RECITALSSecurity Agreement • October 5th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California
WHEREAS:Consulting Agreement • April 16th, 2002 • Junum Inc • Services-business services, nec • California
Exhibit 10.32 Form of Restricted Stock Grant Agreement WINWIN GAMING, INC. 2003 STOCK PLAN NOTICE OF GRANT Capitalized but otherwise undefined terms in this Notice of Grant and the attached Restricted Share Grant Agreement shall have the same defined...Restricted Share Grant Agreement • April 14th, 2004 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 13th, 2005 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
THIS RELEASE AND PARTIAL TERMINATION AGREEMENT (the "Release") is made and entered into this the 22nd day of April, 1997 by and among W.D. Groves ("Groves"), on the one hand, and Zeotech Industries, Inc. ("Zeotech"), Ed Hemsted ("Hemsted"), KJM...Release and Partial Termination Agreement • October 14th, 1997 • Ls Capital Corp • Services-miscellaneous amusement & recreation • Texas
RECITALSJunum Inc • January 8th, 2003 • Services-business services, nec • California
Exhibit 10.3 Security Agreement SECURITY AGREEMENT SECURITY AGREEMENT dated as of December 31, 2002, by and between WinWin Gaming, Inc., f/k/a Junum Incorporated, a Delaware corporation ("Junum"), WinWin Acquisition Corp, a Nevada corporation (the...Security Agreement • February 4th, 2003 • Winwin Gaming Inc • Services-business services, nec • California
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).
WINWIN GAMING, INC. SECURITY AGREEMENTSecurity Agreement • April 27th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • New York
This Security Agreement is entered into as of April 21, 2006 (the “Agreement”), by and among WinWin Gaming, Inc., a Delaware corporation (“Borrower”), the parties listed on Exhibit A hereto (the “Secured Parties”) with reference to the following facts:
