DATED: JULY 28, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Teleplus Enterprises Inc • August 1st, 2006 • Communications services, nec
Exhibit 99.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 15, 2005 by and between TELEPLUS ENTERPRISES, INC., a Nevada corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware...Registration Rights Agreement • July 19th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
Exhibit 99.12 ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of July 15, 2005 TELEPLUS ENTERPRISES, INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase...Escrow Agreement • July 19th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT ----------------------------- THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 15, 2005, by and among TELEPLUS ENTERPRISES, INC., a Nevada corporation (the "Company"), and the Buyers...Securities Purchase Agreement • July 19th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
Exhibit 10.2 SECURITY AGREEMENT To: James R. Fairhead in trust, Tom Hards in trust, Steve Kerekes in trust, Paul Chapman in trust, Jacques Pilon in trust, Tom Davis in trust, Alan R. Purser in trust and Arnold McAuley in trust (the "Vendors") Address:...Security Agreement • September 22nd, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Ontario
Exhibit 10.2 SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT (this "Agreement") is made and effective as of the 30th day of June, 2006 AMONG: STEVE KEREKES MELANIE KEREKES JIM OATTES GRACE DEBRABANDERE...Share Purchase Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • Ontario
Exhibit 10.11 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made as of December 29, 2005, by and between Star Number, Inc., a Delaware corporation (the "Assignor"), and TelePlus Wireless, Corp., a Nevada corporation (the...Assignment and Assumption Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail
Exhibit 10.3 SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of July 28, 2006, by and between TELEPLUS ENTERPRISES, INC., a Nevada corporation...Security Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • New Jersey
SUBSCRIPTION AGREEMENT IN HERBALORGANICS.COM, INC.Subscription Agreement • October 14th, 2003 • Herbalorganics Com • Services-business services, nec
BETWEENConsulting Agreement • June 29th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Ontario
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 28, 2006, by and among TELEPLUS ENTERPRISES, INC., a Nevada corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • New Jersey
Exhibit 10.5 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), dated as of December 29, 2005, is by TelePlus Enterprises, Inc., a Nevada corporation (the "Guarantor"), in favor of Star Number, Inc., a Delaware corporation (the...Guaranty Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Delaware
WITNESSETHSecurities Purchase Agreement • December 15th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
Exhibit 10.1 FORBEARANCE AGREEMENT THIS AGREEMENT (this "Agreement") made and is effective as of the 1st day of July, 2006: A M O N G: JAMES R. FAIRHEAD IN TRUST TOM HARDS IN TRUST STEVE KEREKES IN TRUST PAUL CHAPMAN IN TRUST JACQUES PILON IN TRUST...Forbearance Agreement • July 19th, 2006 • Teleplus Enterprises Inc • Communications services, nec • Ontario
EXHIBIT 10.14 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of June 25, 2004, by and among TELEPLUS ENTERPRISES INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase...Escrow Agreement • August 27th, 2004 • Teleplus Enterprises Inc • Services-business services, nec • Nevada
EXHIBIT 10.7 MOBILE VIRTUAL NETWORK ENABLER ("MVNE") SERVICES AGREEMENTTeleplus Enterprises Inc • January 4th, 2006 • Retail-miscellaneous retail • Delaware
RECITALSTransition Services Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Delaware
Exhibit 10.2 SECURITY AGREEMENT To: James R. Fairhead in trust, Tom Hards in trust, Steve Kerekes in trust, Paul Chapman in trust, Jacques Pilon in trust, Tom Davis in trust, Alan R. Purser in trust and Arnold McAuley in trust (the "Vendors") Address:...Security Agreement • July 20th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Ontario
AMENDING AGREEMENTAmending Agreement • June 29th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail
Exhibit 10.4 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 28, 2006, by and among TELEPLUS ENTERPRISES, INC., a Nevada corporation (the "Company"), and the undersigned investors listed...Investor Registration Rights Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • New Jersey
Exhibit 99.6 TELEPLUS ENTERPRISES, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 19th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
Exhibit 99.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 15th day of July 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and TELEPLUS ENTERPRISES, INC., a...Equity Distribution Agreement • July 19th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
RONALD W. WINNEY LANCE D. PETERS DAMON W. WINNEY (the "Vendors") - and -Share Purchase Agreement • June 29th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Ontario
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2007 • Teleplus World, Corp. • Communications services, nec • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 3, 2007, by and among TELEPLUS WORLD, CORP., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
BACKGROUNDEscrow Agreement • December 15th, 2005 • Teleplus Enterprises Inc • Retail-miscellaneous retail • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • July 6th, 2007 • Teleplus World, Corp. • Communications services, nec • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 3, 2007, by and among TELEPLUS WORLD CORP., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
Exhibit 10.9 SUBSIDIARY SECURITY AGREEMENT THIS SUBSIDIARY SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of July 28, 2006, by and between TELEPLUS WIRELESS CORP., a Nevada corporation (the "Company"), and CORNELL CAPITAL...Subsidiary Security Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • New Jersey
LICENCE AGREEMENT ----------------- THIS AGREEMENT MADE the 28th day of October, 2003. BETWEEN: WAL-MART CANADA CORP., carrying on business as "SAM'S CLUB" (hereinafter called the "Licensor")Licence Agreement • August 27th, 2004 • Teleplus Enterprises Inc • Services-business services, nec • Ontario
RECITALS:Pledge and Escrow Agreement • August 1st, 2006 • Teleplus Enterprises Inc • Communications services, nec • New Jersey
MEMORANDUM OF AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC, ON THE 1ST DAY OF OCTOBER, 2003 AT 12:01 A.M.Memorandum of Agreement • October 14th, 2003 • Herbalorganics Com • Services-business services, nec • Quebec
Exhibit 10.8 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS AGREEMENT made as of December 29, 2005 among Inphonic, Inc. and STAR NUMBER INC., MOBILE TECHNOLOGY SERVICES, LLC (collectively, the "Covenantors") and TELEPLUS WIRELESS, CORP. (the...Non-Competition and Non-Solicitation Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Delaware
BETWEENAsset Purchase Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Delaware
Exhibit 10.2 MONITORING AGREEMENT June 30th, 2006 Private and Confidential By fax: 514-344-8675 Teleplus Connect Corp., 7575 Route Trans Canada, Suite 305, St. Laurent, Quebec, H47 1V6 Attention: Mr. Marius Silvasan, President Dear Mr. Silvasan; RE:...Monitoring Agreement • July 19th, 2006 • Teleplus Enterprises Inc • Communications services, nec
RECITALSAssignment, Assumption and Consent Agreement • January 4th, 2006 • Teleplus Enterprises Inc • Retail-miscellaneous retail • Kansas
THIRD AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • July 6th, 2007 • Teleplus World, Corp. • Communications services, nec • New Jersey
THIS THIRD AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2007 (the “Effective Date”) by and among CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), TELEPLUS WORLD CORP., a corporation organized and existing under the laws of the State of Nevada (the “Company”) and VISIONEER HOLDING GROUP, INC.., a Quebec corporation (collectively, the “Pledgor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
