0001199835-08-000040 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 8th, 2008 • Cmark International Inc • Services-business services, nec • Florida
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SECURITY AGREEMENT
Security Agreement • February 8th, 2008 • Cmark International Inc • Services-business services, nec • Florida

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 31, 2007, by and between C-MARK INTERNATIONAL, INC., (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • February 8th, 2008 • Cmark International Inc • Services-business services, nec • Florida

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2007, by and among C-MARK INTERNATIONAL, INC., a South Carolina corporation, with its principal office located at 4130 E. Van Buren, Suite 325, Phoenix, AZ 85008 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).

ESCROW AGREEMENT
Escrow Agreement • February 8th, 2008 • Cmark International Inc • Services-business services, nec • Florida

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2007 among C-MARK INTERNATIONAL, INC., a South Carolina corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and JAMES G. DODRILL II, P.A., as Escrow Agent hereunder (the “Escrow Agent”).

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Irrevocable Transfer Agent Instructions • February 8th, 2008 • Cmark International Inc • Services-business services, nec
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