0001424280-11-000006 Sample Contracts

SERIES B WARRANT
Warrant Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HWI GLOBAL HOLDINGS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

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CANCELLATION AGREEMENT
Cancellation Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services • Nevada

CANCELLATION AGREEMENT, dated December 28, 2010 (this “Agreement”), by and among, IVT Software, Inc. ("IVTW") (“The Company”) a Nevada Corporation and Deric Haddad, its Chief Executive Officer and Director (the “Canceling Party”).

AGREEMENT AND PLAN OF SHARE EXCHANGE
Share Exchange Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services • New York

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of December 28, 2010 by and among, IVT Software, INC. , a publicly-owned Nevada corporation (“IVTW”), and Haddad Wylie Industries, LLC a Pennsylvania LLC (“HWI”) sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

HADDAD-WYLIE INDUSTRIES, LLC OPERATING AGREEMENT
Operating Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services • Pennsylvania

THIS OPERATING AGREEMENT (the “Agreement”) of Haddad-Wylie Industries, LLC (the "Company"), is entered into on November 5, 2008 and made effective as of January 1, 2007, by and among those Persons who execute counterparts of this Agreement and all Persons who subsequently become members of the Company (the “Members”).

CLEARVIEW FEDERAL CREDIT UNION BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services

Principal $500,000.00 Loan Date 06-26-2009 Maturity 06-26-2010 Loan No 451101093 Call/Col Account Officer 928 Initials References in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.

LEASE AGREEMENT
Lease Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services • Pennsylvania

THIS LEASE is made this IMa day of Jwse; 2008, by and between PRUDENTIAL REALTY CO., AGENT FOR RIVERTECH ASSOCIATES, L. P., a Pennsylvania Limited Partnership, with a business address of 3700 South Water Street, Suite 100, Pittsburgh, PA 15203 (the "Lessor"),

Loan Agreement
Loan Agreement • March 29th, 2011 • Ivt Software Inc • Services-educational services
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