0001019687-05-002618 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of September 12, 2005, by and between Seawright Holdings, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at, 600 Cameron Street, Alexandria, VA 22314 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 312 Stuart Street, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 12, 2005 by and between Seawright Holdings, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

Seawright Holdings, Inc. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 16th, 2005 • Seawright Holdings Inc • Bottled & canned soft drinks & carbonated waters • Virginia

The undersigned, Seawright Holdings, Inc., a Delaware corporation (the “COMPANY”), hereby agrees with Jones, Byrd and Attkisson, Inc. (the “PLACEMENT AGENT”) as follows:

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