0001019687-13-004465 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2013 • Epazz Inc • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2013, by and between EPAZZ, INC., an Illinois corporation, with headquarters located at 309 West Washington Street - Suite 1225, Chicago, IL 60606 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 19th, 2013 • Epazz Inc • Services-prepackaged software • Illinois

This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2013, is entered into by and between Epazz, Inc., an Illinois corporation (the “Company”), and St George Investments LLC, an Illinois limited liability company (the “Buyer”).

AMENDMENT TO THE $300,000 PROMISSORY NOTE DATED JUNE 12, 2013
Promissory Note • November 19th, 2013 • Epazz Inc • Services-prepackaged software

The parties agree that the $300,000 Promissory Note (the “Promissory Note”) by and between Epazz, Inc. (the “Borrower”) and JMJ Financial (the “Lender”) is hereby amended and supplemented as follows:

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 19th, 2013 • Epazz Inc • Services-prepackaged software • New York

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of November 7, 2013, by Epazz, Inc., an Illinois corporation (the “Maker”); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns ("Holder") to amend the Convertible Promissory Note dated September 18, 2013 between those parties (the "Note").

ASSIGNMENT AGREEMENT
Assignment Agreement • November 19th, 2013 • Epazz Inc • Services-prepackaged software

This Assignment Agreement (this "Agreement") dated August 13, 2013, to be effective August 15, 2013 (the "Effective Date") is by Accion Chicago (the "Assignor") and GG Mars Capital, Inc. ("Assignee"), and is consented to and acknowledged by DeskFlex, Inc. and Epazz, Inc. (the "Company"). All contracting entities are each referred to as a "Party" and collectively as the "Parties" to the Agreement as such terms are used herein.

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