0001144204-06-016192 Sample Contracts

AMENDED AND RESTATED JOINT VENTURE AGREEMENT
Joint Venture Agreement • April 20th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • California

This Amended and Restated Joint Venture Agreement (the “Agreement”) is made as of April 14, 2006 (the “Effective Date”), by and between Solidus Networks, Inc., a Delaware corporation (“PBT”), and WinWin Gaming, Inc., a Delaware corporation (“WinWin”). PBT and WinWin are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

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VOTING AGREEMENT, IRREVOCABLE PROXY AND FORM OF STOCKHOLDERS’ WRITTEN CONSENT
Voting Agreement • April 20th, 2006 • Winwin Gaming Inc • Services-miscellaneous amusement & recreation • Delaware

This Voting Agreement, Irrevocable Proxy and Form of Stockholders’ Written Consent, dated as of April 14, 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).

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