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.
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”):
CASH COLLATERAL DEPOSIT LETTERCollateral Deposit Letter • February 17th, 2006 • Creative Vistas Inc • Blank checks
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.
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”).
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
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT made as of February 13, 2006 Between Cancable Inc. Cancable Holding Corp. and Laurus Master Fund, Ltd.Securities Purchase Agreement • February 17th, 2006 • Creative Vistas Inc • Blank checks • Ontario
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT made as of February 13, 2006 (this “First Amendment”) between Cancable Inc., an Ontario corporation (the “Company”), Cancable Holding Corp., a Delaware corporation (“Cancable Parent”) and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
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 Iview Holding Corp., a Delaware corporation (“Iview Holding”) (the “Joining Party”) 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.”), Cancable Holding Corp., a Delaware corporation (“Cancable Holding”), Iview Digital Video Solutions Inc., a federal Canadian corporation (“Iview”), Cancable Inc., an Ontario corporation (“Cancable Canada”), and Cancable, Inc., a Nevada corporation (“Cancable U.S.” and together with Parent, Creative Vistas Acquisition, A.C. Ltd., Cancable Holding, Iview, Cancable Canada and Cancable U.S., the “Original Credit Parties”) and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”). Except as otherwise defined her
CREATIVE VISTAS, INC. IVIEW DIGITAL VIDEO SOLUTIONS INC. IVIEW HOLDING CORP. LAURUS MASTER FUND, LTD. SECURITIES PURCHASE AGREEMENT February 13, 2006Securities Purchase Agreement • February 17th, 2006 • Creative Vistas Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2006, by and among CREATIVE VISTAS, INC. an Arizona Corporation, (the “Company”), IVIEW DIGITAL VIDEO SOLUTIONS INC., a Canadian Corporation (“Iview”), IVIEW HOLDING CORP., a Delaware Corporation (“Iview Parent”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractSecured Term Note • February 17th, 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 IVIEW DIGITAL VIDEO SOLUTIONS INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
