0000950144-05-011164 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2005 • Smart Video Technologies Inc • Services-business services, nec

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, among the Company and the Investors (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 4th, 2005 • Smart Video Technologies Inc • Services-business services, nec • Florida

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2005, among SmartVideo Technologies, Inc., a Delaware corporation, with headquarters located at 3505 Koger Boulevard, Suite 400, Duluth, Georgia 30096 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

ESCROW AGREEMENT
Escrow Agreement • November 4th, 2005 • Smart Video Technologies Inc • Services-business services, nec • Florida

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 2, 2005 by and among SMARTVIDEO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), the investors signatory hereto (the “Investors”); EDWARDS ANGELL PALMER & DODGE LLP, a Delaware limited liability partnership (the “Securities Escrow Agent”); and HANZMAN & CRIDEN, P.A., a Florida professional association (the “Cash Escrow Agent” and, with the Securities Escrow Agent, the “Escrow Agents”).

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