0001264931-12-000703 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Massachusetts

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2012, by and between AquaLiv Technologies, Inc. a Nevada corporation (the “Company”), and Auctus Private Equity Fund, LLC, Massachusetts corporation (the “Investor”).

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SECURITY AGREEMENT
Security Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada

THIS SECURITY AGREEMENT (“Agreement”) is made as of this April 27, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of April 27, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Buyer”).

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PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada

THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of this 27th day of April, 2012, by and between AQUALIV TECHNOLOGIES, INC., a Nevada corporation (the “Pledgor”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).

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DRAWDOWN EQUITY FINANCING AGREEMENT
Drawdown Equity Financing Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Massachusetts

THIS AGREEMENT is dated as of April 27, 2012 (this “Agreement”) and is between Auctus Private Equity Fund, LLC, a Massachusetts corporation (the “Investor”), and AquaLiv Technologies, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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GUARANTY AGREEMENT
Guaranty Agreement • October 10th, 2012 • Aqualiv Technologies, Inc. • Refrigeration & service industry machinery • Nevada

THIS GUARANTY AGREEMENT is dated as of April 27, 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by FOCUS SYSTEMS, INC., a Washington corporation (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”).

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