0001091406-05-000016 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 3, 2005, by and between EZ2 COMPANIES, INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2005, by and among EZ2 COMPANIES, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2005, by and among EZ2 COMPANIES, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

SECURITY AGREEMENT
Security Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 3, 2005, by and between EZ2 COMPANIES, INC., a Nevada corporation with its principal place of business located at 200 SE First Street, Suite 602, Miami, Florida 33131 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

ESCROW AGREEMENT
Escrow Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2005 EZ2 COMPANIES, INC., a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).

EZ2 COMPANIES, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

The undersigned, EZ2 Companies, Inc., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2005 (the “Effective Date”) by and among MONTGOMERY EQUITY PARTNERS, LTD. (the “Pledgee”), EZ2 COMPANIES, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

ESCROW AGREEMENT
Escrow Agreement • August 10th, 2005 • Edgar Filingnet Inc • Services-business services, nec • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2005 by EZ2 COMPANIES, INC., a Nevada corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).

Contract
Edgar Filingnet Inc • August 10th, 2005 • Services-business services, nec • New Jersey

Agreement between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and EZ2 COMPANIES, INC. a corporation organized and existing under the laws of the State of Nevada (the "Company".)

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