REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into by and between Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and each of the purchasers set forth on the counterpart signature pages hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
Debt Resolve, Inc.Underwriting Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec
DEBT RESOLVE, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
This COMMON STOCK PURCHASE WARRANT certifies that ______________________, having an address at ______________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, par value $.001 per share (the “Common Stock”), of Debt Resolve, Inc., a Delaware corporation (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered by the Company pursuant to, or contemplated by, that certain: (i) Securities Purchase Agreement, (ii) a confidential private placement term sheet booklet with exhibits, as the same may be amended or supplemented from time to time, (iii) a registration rights agreement, (iv) this Warrant, (v) a 15% senior secured convertible promissory note or 15% senior secured promissory note (each, a “Note” and collectively, the “Notes”), (vi) a security agreement, (vii) a stock pledge agreement and (viii) a lock-up
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made and entered into by and among James D. Burchetta, a natural person (“Burchetta”), Charles S. Brofman, a natural person (“Brofman” and, together with Burchetta, the “Pledgors”), CAMOFI Master LDC, a Cayman Islands limited duration company (the “Agent”), and each of the purchasers set forth on the counterpart signature pages hereto (the “Purchasers,” and each a “Pledgee” or together the “Pledgees”), is acknowledged by Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
SECURITY AGREEMENTSecurity Agreement • June 30th, 2006 • Debt Resolve Inc • Services-business services, nec
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into by and among Debt Resolve, Inc., a Delaware corporation, with its principal executive offices located at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the “Company”), CAMOFI Master LDC, a Cayman Islands limited duration company (the “Agent”), and each of the purchasers set forth on the counterpart signature pages hereto (the “Purchasers,” and each a “Secured Party” or together the “Secured Parties”), and is dated with respect to each of the Purchasers as of the date noted on each such Purchaser’s counterpart signature page.
