0001144204-08-004078 Sample Contracts

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.

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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”).

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