0001415889-12-000825 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2012 • Commercetel Corp • Services-prepackaged software • Florida

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this __ day of May, 2012 by and among CommerceTel Corporation, a Nevada corporation (the “Company”), and the “Investors” who were issued certain 10% Senior Secured Convertible Bridge Notes due October 15, 2012 by the Company (the “Convertible Bridge Notes””). Capitalized terms used herein have the respective meanings ascribed thereto in the Convertible Bridge Notes unless otherwise defined herein.

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SECURITY AGREEMENT
Security Agreement • June 4th, 2012 • Commercetel Corp • Services-prepackaged software • Florida

This SECURITY AGREEMENT, dated as of May ___________, 2012 (this “Agreement”), is among CommerceTel Corporation, a Nevada corporation (“CommerceTel”) and CommerceTel, Inc., a Nevada corporation (“ComTel Sub”) (collectively, the “Company”), and the holders of the Company’s 10% Senior Secured Convertible Bridge Notes due October 15, 2012 and issued on May __, 2012 in the original aggregate principal amount of $_________ (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 4th, 2012 • Commercetel Corp • Services-prepackaged software • Florida

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the _____ day of May, 2012, by and between COMMERCETEL CORPORATION, a Nevada corporation (the “Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).

GUARANTY AGREEMENT
Guaranty Agreement • June 4th, 2012 • Commercetel Corp • Services-prepackaged software • Florida

THIS GUARANTY AGREEMENT is dated as of May ____, 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by COMMERCETEL, INC., a Nevada corporation (the “Guarantor”), in favor of the holders of the “Notes” (as hereinafter defined)(collectively, the “Buyers”).

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