Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2004, by and between Creative Vistas, Inc., an Arizona corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE 3 Representations and Warranties of the CompanyStock Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE I CONTRACT RATE & PREPAYMENTSCreative Vistas Inc • February 2nd, 2005 • Blank checks • New York
Exhibit 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Creative Vistas Inc • February 2nd, 2005 • Blank checks • New York
Exhibit 10.9 CREATIVE VISTAS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands...Creative Vistas Inc • February 2nd, 2005 • Blank checks • New York
ARTICLE 3 Representations and Warranties of the Sellers and the CompanyCommon Stock Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
RECITALSExchange Agreement • August 13th, 2004 • Creative Vistas Inc • Blank checks • Arizona
Exhibit 10.2 CREATIVE VISTAS, INC. SECURITIES PURCHASE AGREEMENT SEPTEMBER 30, 2004 TABLE OF CONTENTSSecurities Purchase Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
ARTICLE I INTERESTCreative Vistas Inc • February 2nd, 2005 • Blank checks • New York
ARTICLE I INTEREST & AMORTIZATIONCreative Vistas Inc • February 2nd, 2005 • Blank checks • New York
LAURUS MASTER FUND, LTD.Creative Vistas Inc • February 2nd, 2005 • Blank checks
Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 30, 2004 (as amended, modified or supplemented from time to time, the "Purchase Agreement"), by and between Creative Vistas, Inc., an Arizona corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") and (ii) that certain Restricted Account Agreement, dated as of September 30, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $1,250,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreement, maintain such amount in the Restricted Account for as long as
andSecurity Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2006 • Creative Vistas Inc • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Company Warrant referred to therein.
Exhibit 10.11 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 30th day of September, 2004 among Creative Vistas, Inc., an Arizona corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP...Funds Escrow Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.12 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 30th day of September 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road,...Restricted Account Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
Exhibit 10.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Creative Vistas Inc • October 6th, 2004 • Blank checks • New York
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • February 17th, 2006 • Creative Vistas Inc • Blank checks • New York
This Agreement (this “Agreement”) is dated as of the 13th day of February, 2006 among Creative Vistas, Inc., an Arizona corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
BACKGROUNDStock Pledge Agreement • October 6th, 2004 • Creative Vistas Inc • Blank checks • New York
BACKGROUNDStock Pledge Agreement • February 2nd, 2005 • Creative Vistas Inc • Blank checks • New York
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
This Agreement (this “Agreement”) is dated as of the 31st day of December, 2005 among Cancable Inc., an Ontario corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
GUARANTYCreative Vistas Inc • January 6th, 2006 • Blank checks • Ontario
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Cancable Inc., an Ontario corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) irrevocably and unconditionally guarantees to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of
CASH COLLATERAL DEPOSIT LETTERCollateral Deposit Letter • February 17th, 2006 • Creative Vistas Inc • Blank checks
SHARE PLEDGE AGREEMENTShare Pledge Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • Ontario
This Share Pledge Agreement (this “Agreement”), dated as of December 31, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), Creative Vistas, Inc., an Arizona corporation, (the “Parent”), Cancable Holding Corp., a Delaware corporation (“Holding”), Cancable Inc., an Ontario corporation (the “Company”), Creative Vistas Acquisition Corp, an Ontario corporation (“Acquisition”) (together with the Company, Holding, Parent, the “Pledgors” and, each a “Pledgor”).
JOINDER AND CONFIRMATION OF SECURITY AGREEMENTJoinder and Confirmation of Security Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks
THIS JOINDER AND CONFIRMATION OF SECURITY AGREEMENT (this “Joinder”) is executed as of December 31, 2005 by Cancable Holding Corp., a Delaware corporation (“Cancable Holding”), Iview Digital Video Solutions Inc., a Canadian corporation (“Iview”), Cancable Inc., an Ontario corporation (“Cancable Canada”) and Cancable, Inc., a Nevada corporation (“Cancable US”, and together with Cancable Holding, Iview and Cancable Canada, the “Joining Parties”), and Creative Vistas, Inc., an Arizona corporation (the “Parent”), Creative Vistas Acquisition Corp. (formerly A.C. Technical Acquisition Corp.), an Ontario corporation (“Creative Vistas Acquisition”), A. C. Technical Systems Ltd., an Ontario corporation (“A.C. Ltd.”) and Brent W. Swanick (“Swanick”, and together with Parent, Creative Vistas Acquisition and A.C. Ltd., the “Original Credit Parties”) and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”). Except as otherwise defined herein, terms used herein and defin
ContractCreative Vistas Inc • January 6th, 2006 • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CANCABLE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE AGREEMENT Dated as of September 16, 2011Stock Purchase Agreement • September 22nd, 2011 • Creative Vistas Inc • Communications equipment, nec • New York
STOCK PURCHASE AGREEMENT dated as of September 16, 2011 (the “Agreement”), by and between Cancable and Dependable Hometech, LLC, a Delaware limited liability company (“Purchaser”), Creative Vistas, Inc., an Arizona corporation (“Seller”), and Cancable Holding Corp., a Delaware corporation (“Company”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in Appendix 1 hereto.
AMENDED AND RESTATED GUARANTYCreative Vistas Inc • February 17th, 2006 • Blank checks • Ontario
WHEREAS Brent W. Swanick has given a guarantee dated September 30, 2004 in favour of Laurus Master Fund, Ltd. a Cayman Islands Company (“Laurus”) (the “2004 Swanick Guarantee”);
ContractCreative Vistas Inc • February 17th, 2006 • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CREATIVE VISTAS, INC THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENTAmendment • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
This AMENDMENT (this “Amendment”), dated as of December 31, 2005, is entered into by and between CREATIVE VISTAS, INC., an Arizona corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Securities Purchase Agreement, dated as of September 30, 2004, by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), (ii) the Secured Convertible Term Note, dated September 30, 2004 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company pursuant to the Securities Purchase Agreement and (iii) the Registration Rights Agreement by and between the Company and Laurus, dated as of September 30, 2004 (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement” and, together with the Securities Purchase Agreement and the Term Note, the “Loan Documents”). Capital
JOINDER AND CONFIRMATION OF SECURITY AGREEMENTJoinder and Confirmation of Security Agreement • February 17th, 2006 • Creative Vistas Inc • Blank checks
THIS JOINDER AND CONFIRMATION OF SECURITY AGREEMENT (this “Joinder”) is executed as of February 13, 2006 by Brent W. Swanick (the “Joining Party”) and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”). Except as otherwise defined herein, terms used herein and defined in the 2006 Securities Purchase Agreement (as defined below) shall be used herein as therein defined.
AGREEMENTAgreement • February 17th, 2006 • Creative Vistas Inc • Blank checks • Ontario
THIS AGREEMENT is made as of February 13, 2006 between Iview Digital Video Solutions Inc., a Canadian corporation (“Iview Canada”), Iview Holding Corp., a Delaware Corporation (“Iview Parent”), Creative Vistas Acquisition Corp., an Ontario Corporation (“CVAC”), and Creative Vistas, Inc., an Arizona Corporation (“Parent”) and Laurus Master Fund, Ltd., (“Laurus”).
ASSIGNMENT AND ASSUMPTION AGREEMENT (Intercompany Receivables)Assignment and Assumption Agreement • September 22nd, 2011 • Creative Vistas Inc • Communications equipment, nec • New York
This Assignment and Assumption Agreement (“Assignment”) is made as of this 16th day of September, 2011, by and between CREATIVE VISTAS, INC., an Arizona corporation (“Assignor”) and CANCABLE HOLDING CORP., a Delaware corporation (“Assignee”).
MASTER SECURITY AGREEMENTMaster Security Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
AMENDED AND RESTATED GUARANTYCreative Vistas Inc • February 17th, 2006 • Blank checks • Ontario
WHEREAS Cancable Inc., an Ontario corporation (“Cancable Canada”) Cancable Holding Corp., a Delaware corporation (“Cancable Holding”) and Laurus Master Fund, Ltd. a Cayman Islands company (“Laurus”) have entered into a Securities Purchase Agreement dated December 31, 2005 (as amended, modified or supplemented from time to time, the “2005 Securities Purchase Agreement”) providing for the execution of the Related Agreements (as defined therein)(the “2005 Related Agreements”);
ContractCreative Vistas Inc • February 17th, 2006 • Blank checks • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CREATIVE VISTAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED
