0001354488-07-001118 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2007 • Payment Data Systems Inc • Functions related to depository banking, nec • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of June 11, 2007, by and between Payment Data Systems, Inc., a corporation organized under the laws of State of Nevada, with its principal executive office at 12500 San Pedro, Suite 120, San Antonio, TX 78216 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • June 15th, 2007 • Payment Data Systems Inc • Functions related to depository banking, nec • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of June 11, 2007 by and between Payment Data Systems, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted company (the "Investor").

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