0001144204-08-020734 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 4th, 2008 • Debt Resolve Inc • Services-business services, nec • New York

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March 31, 2008, by and between Debt Resolve, Inc., a Delaware corporation with its principal office at 707 Westchester Avenue, Suite L7, White Plains, New York 10604 (the "Company"), and Harmonie International, LLC, a Delaware limited liability company with its principal office at 30201 Orchard Lake Road, Suite 220, Farmington Hills, Michigan 48334 (the "Purchaser").

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DEBT RESOLVE, INC. White Plains, New York 10604
Registration Rights Agreement • April 4th, 2008 • Debt Resolve Inc • Services-business services, nec

Reference is made to the Securities Purchase Agreement, dated as of March 31, 2008 (the “Purchase Agreement”), by and between Debt Resolve, Inc., a Delaware corporation (the “Company”), and Harmonie International, LLC (the “Purchaser”), pursuant to which the Company has agreed to issue and sell to the Purchaser 2,966,102 shares of Common Stock and warrants to purchase up to 3,707,627 shares of Common Stock. All capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement.

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