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”):
GUARANTYGuaranty • January 6th, 2006 • Creative Vistas Inc • 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
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 AGREEMENTSecurity 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
ContractSecured Term Note • January 6th, 2006 • Creative Vistas Inc • 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.
AMENDMENTSecurities Purchase Agreement • 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
MASTER SECURITY AGREEMENTMaster Security Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
AMENDMENT AND WAIVERRegistration Rights Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
This Amendment and Waiver (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 that certain Registration Rights Agreement by and between the Company and Laurus, dated as of September 30, 2004 (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Securities Purchase 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 “Securities Purchase Agreement”).
AMENDMENTSecured Convertible Term Note • 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”), CREATIVE VISTAS ACQUISITION CORP., (formerly A.C. Technical Acquisition Corp.) a corporation incorporated under the laws of Ontario (“Acquisition Corp.”), A.C. TECHNICAL SYSTEMS LTD., a corporation incorporated under the laws of Ontario (“AC Tech”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of each of (v) that Secured Convertible Term Note, dated September 30, 2004, issued by the Company to Laurus (as amended, modified or supplemented from time to time, the “Term Note”), (w) that Secured Revolving Note, dated September 30, 2004, issued by the Company to Laurus (as amended, modified or supplemented from time to time, the “Revolving Note”), (x) that Secured Convertible Minimum Borrowing Note, dated September 30, 2004, issued by the Company to Laurus (as amended, modifie
ESCROW AGREEMENTEscrow Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • Ontario
ESCROW AGREEMENT, dated December 31, 2005 among Cancable Holding Corp., a Delaware corporation (the “Purchaser”), Covington Fund II Inc. (“Covington”) and BMO Capital Corporation (“BMO”, and together with Covington, the “Stockholders” or the “Sellers”) and Gowling Lafleur Henderson LLP, as Escrow Agent (the “Escrow Agent”).
CANCABLE INC. CANCABLE HOLDING CORP. SECURITIES PURCHASE AGREEMENT December 31, 2005Securities Purchase Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2005, by and among CANCABLE INC. an Ontario Corporation, (the “Company”) and CANCABLE HOLDING CORP., a Delaware corporation (“Cancable Parent”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
STOCK PURCHASE AGREEMENT by and among CANCABLE HOLDING CORP., CANCABLE, INC. and the STOCKHOLDERS PARTY HERETO December 31, 2005Stock Purchase Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • Ontario
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) made on the 31st day of December, 2005 by and among Cancable Holding Corp., a Delaware corporation (the “Purchaser”); Cancable, Inc., an Ontario corporation (the “Company”); Covington Fund II Inc. (“Covington”) and BMO Capital Corporation (formerly known as Bank of Montreal Capital Corporation, “BMO” and together with Covington, the “Stockholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Annex A hereof.
AGREEMENTUnanimous Shareholders Agreement • January 6th, 2006 • Creative Vistas Inc • Blank checks • Ontario
THIS AGREEMENT is made as of December 31, 2005 between Cancable Inc., an Ontario corporation (“Cancable Canada”), Cancable Holding Corp., a Delaware Corporation (“Cancable Parent”), and Cancable, Inc., a Nevada corporation, (“Cancable Subsidiary”) Creative Vistas, Inc., an Arizona corporation (“CVAS”) and Laurus Master Fund, Ltd., (“Laurus”).
