0001144204-09-057771 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 5, 2009, between SMSA El Paso II Acquisition Corp., a Nevada corporation (“SMSA”), and Michael Campbell, an individual residing in Tustin, California (the “Purchaser”).

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ADVISORY AGREEMENT
Advisory Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • Texas

THIS ADVISORY AGREEMENT (“Agreement”) is made and entered into on this the 5th day of November 2009, by and between Halter Financial Group, L.P. (“HFG”) and SMSA El Paso II Acquisition Corp, a Nevada corporation (the “Company”).

CONTRIBUTION AGREEMENT
Contribution Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • Nevada

CONTRIBUTION AGREEMENT dated November 5, 2009 (this “Agreement”), by and among, SMSA El Paso II Acquisition Corp., a Nevada corporation (the “Company”), Michael Campbell (the “Purchaser”) and Mr. Gerard Pascale (the “Contributing Party”).

ESCROW AGREEMENT
Escrow Agreement • November 10th, 2009 • SMSA El Paso II Acquisition Corp • Blank checks • New York

This Escrow Agreement, dated as of November 5, 2009 (this “Agreement”), is entered into by and among SMSA El Paso II Acquisition Corp, Inc., a Nevada corporation (the “Company”), Michael Campbell, an individual residing in Tustin, California (the “Escrowing Party”), Halter Financial Group, L.P., a Texas limited partnership (“HFG”), and Securities Transfer Corporation, with its principal offices located at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (the “Escrow Agent”).

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