0001144204-07-036102 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of July 5, 2007, by and among DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of July 5, 2007 (the “Effective Date”) by and among DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Pledgor”), CORNELL CAPITAL PARTNERS, L.P. (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3
Deep Field Technologies, Inc. • July 11th, 2007 • Services-computer integrated systems design

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-3 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

AMENDMENT No. 1 TO WARRANT NO.: DPFD-4-5
Amendment Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

AMENDMENT No. 1 TO WARRANT NO.: DPFD-5-5
Amendment Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 5, 2007
Transfer Agent Instructions • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

This letter shall serve as our irrevocable authorization and direction to Fidelity Transfer Company (the “Transfer Agent”) to do the following:

AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1
Deep Field Technologies, Inc. • July 11th, 2007 • Services-computer integrated systems design

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-1-1 (this “Amendment”), is entered into by and between DEEP FIELD TECHNOLOGIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

AMENDMENT No. 1 TO WARRANT NO.: DPFD-1-5
Amendment Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

AMENDMENT No. 1 TO WARRANT NO.: DPFD-2-5
Amendment Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

AMENDMENT No. 1 TO WARRANT NO.: DPFD-3-5
Amendment Agreement • July 11th, 2007 • Deep Field Technologies, Inc. • Services-computer integrated systems design

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of July 5, 2007, between DEEP FIELD TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the “Company”), and CORNELL CAPITAL PARTNERS, L.P. a Delaware limited partnership (the “Holder”).

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