0001264931-12-000402 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Massachusetts

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [—], 2012, by and between AquaLiv Technologies, Inc. a Nevada corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).

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SECURITY AGREEMENT
Security Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Nevada

THIS SECURITY AGREEMENT (“Agreement”) is made as of this [—], 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).

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PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Nevada

THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of this 31st day of March, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Pledgor”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of [—], 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Buyer”).

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GUARANTY AGREEMENT
Guaranty Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Nevada

THIS GUARANTY AGREEMENT is dated as of [—], 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by FOCUS SYSTEMS, INC., a Washington corporation (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).

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DRAWDOWN EQUITY FINANCING AGREEMENT
Drawdown Equity Financing Agreement • June 14th, 2012 • Aqualiv Technologies, Inc. • Measuring & controlling devices, nec • Massachusetts

THIS AGREEMENT is dated as of [—], 2012 (this “Agreement”) and is between Auctus Private Equity Fund, LLC, a Massachusetts corporation (the “Investor”), and AquaLiv Technologies, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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