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”).
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”).
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”).
THIRD AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • July 6th, 2007 • Teleplus World, Corp. • Communications services, nec • New Jersey
THIS THIRD AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 3, 2007, by and between TELEPLUS CONNECT CORP., an Ontario corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP (the “Secured Party”).
THIRD AMENDED AND RESTATED SECURITY AGREEMENTThird Amended and Restated Security Agreement • July 6th, 2007 • Teleplus World, Corp. • Communications services, nec • New Jersey
THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 3, 2007, by and between TELEPLUS WORLD CORP., a Nevada corporation with its principal place of business located at 6101 Blue Lagoon Drive, Suite 450, Miami, Florida 33126 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
