0001144204-08-033239 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 2nd, 2008 • TXP Corp • Electronic & other electrical equipment (no computer equip) • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2008, by and among TXP CORPORATION, a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2008 • TXP Corp • Electronic & other electrical equipment (no computer equip) • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 29, 2008, by and among TXP CORPORATION, a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • June 2nd, 2008 • TXP Corp • Electronic & other electrical equipment (no computer equip) • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of May 29, 2008, by and between TXP CORPORATION, a Nevada corporation with its principal place of business located at 1299 Commerce Drive, Richardson TX 75081 (the “Company”), and any subsidiaries of the Company who became a party to this Agreement pursuant to Section 6.13 (together with the Company, singularly a “Grantor”, and collectively the “Grantors”), in favor YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • June 2nd, 2008 • TXP Corp • Electronic & other electrical equipment (no computer equip) • New Jersey

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of May 29, 2008, by TXP Corporation (the “Company”) in favor of YA Global Investments, L.P. (the “Secured Party”).

GUARANTY
Guaranty • June 2nd, 2008 • TXP Corp • Electronic & other electrical equipment (no computer equip) • New Jersey

GUARANTY, dated as of May 29, 2008 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of YA GLOBAL INVESTMENTS, L.P. (the “Buyer”).

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