0001213900-07-001149 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 21st, 2007 • Voiceserve Inc • Non-operating establishments • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of August 15, 2007, by and between Voiceserve, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at Cavendish House, 369 Burnt Oak Broadway, Edgware, Middlesex HA8 5AW (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • August 21st, 2007 • Voiceserve Inc • Non-operating establishments • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 15, 2007 by and between Voiceserve, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

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