0001221508-07-000056 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 17th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for reference as of June 30, 2007 by and among Trustcash Holdings, Inc., a Delaware corporation (the "Corporation"), Brennecke Partners LLC and those subscribers of the Private Placement whose names and signatures appear on the signature pages hereto (the "Investors").

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PURCHASE AGREEMENT BY AND AMONG TRUSTCASH HOLDINGS, INC., AP SYSTEMS, INC., TRUSTCASH, LLC AND THE OWNERS OF TRUSTCASH LLC Dated as of June 30, 2007
Purchase Agreement • July 17th, 2007 • Trustcash Holdings, Inc. • Services-business services, nec • New York

This PURCHASE AGREEMENT is made and entered into as of June 30, 2007, by and among Trustcash Holdings, Inc., a Delaware corporation ("Parent"), AP Systems, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Sub"), Trustcash LLC, a Delaware limited liability company ("Company"), all of the holders of Membership Interests (the "Interests") in the Company (each of such holders being hereinafter referred to as a "Holder" and all of such holders being hereinafter collectively referred to as the "Holders"). Gregory Moss (the "Company Indemnifying Officer") and Kent Caraquero (the "Parent Indemnifying Officer"). Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 11.

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