8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2, 2007

TITAN GLOBAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah	000-32847	87-0433444
(State of Incorporation)	(Commission File Number)	(IRS Employer ID)

1700 Jay Ell Drive, Suite 200

Richardson Texas, 75081

(Address of principle executive offices)

(972) 470-9100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Copies to:

Gregory Sichenzia, Esq.

Thomas Rose, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Item 3.02Unregistered Sales of Equity Securities

On November 2, 2007, Titan Nexus, Inc. (“Titan Nexus”), an indirect subsidiary of Titan Global Holdings, Inc. (the “Company”), entered into a limited recourse assignment (the “Assignment”) with YA Global Investments, L.P. (“YA Global”). Pursuant to the Assignment, Titan Nexus was assigned all right, title and interest to YA Global’s secured convertible debt position in Nexus Nano Electronics, Inc. (“Nexus Nano”), in the aggregate amount of $11,245,178, including principal and interest. The obligations are secured by all of Nexus Nano’s assets.

In consideration for the Assignment (i) Titan issued YA Global 2,000,000 shares of common stock, valued at $2.00 per share, the price of the stock at the time of the closing, and (ii) Titan PCB West, Inc. (“Titan West”), a direct subsidiary of the Company and the parent company of Titan Nexus, issued YA Global 103,503 shares of its series A convertible preferred stock (“Titan West Preferred Stock”), which contains the following provisions:

· upon any dissolution, liquidation, winding-up or change of control of Titan West, the Titan West Preferred Stock has a liquidation value of $70 per share, or an aggregate of $7,245,178;

· The Titan West Preferred Stock in convertible into shares of Titan West common stock and initially each share converts into 70 shares of common stock. At such time as the common stock commences trading, the conversion ratio shall be amended to the product of the stated value, divided by the lower of (i) the value weighted average price of the Titan West common stock for the first 30 trading days, (ii) the value weighted average price for the Titan West common stock for the 20 trading days ending on the date which is one year after the initial trading date, or (iii) 85% of the lowest volume weighted average price during the 20 trading days immediately preceding the conversion date; provided that in no event shall such amount be less than the figure obtained by dividing $2,000,000 by the number of shares of common stock of Titan West outstanding on a fully diluted basis, not including shares issuable to YA Global or their assignee. The Titan West Preferred Stock contains customary value weighted anti-dilutions provisions. Holders of Titan West Preferred Stock may not convert into shares of Titan West common stock which would result in the holder owning more than 4.99% of the then outstanding shares of common stock, except on 65 days’ prior notice;

· The Titan West Preferred Stock votes together with the Titan West common stock and has the same number of votes as the number of shares of common stock into which the shares are convertible;

· Titan West has the right to redeem the Titan West Preferred Stock on 30 days notice at any time in cash equal to the stated value of the shares being redeemed; and

· In the event at any time after the date which is 18 months from the issuance date of the shares of Series A Preferred Stock, the Holder has the right to put the shares to Titan West solely in the event (i) Titan West has not acquired materially all of the assets of Nexus Nano, and (ii) the Titan West common stock is not then trading. The redemption price equals the stated value.

In the event that on or before the date which is 18 months from the closing, any actions are commenced to invalidate or set aside Titan Nexus’ security interests or claims to Nexus Nano’s assets, Titan Nexus’ sole remedy is to seek return of the shares of Titan West Preferred Stock or the proceeds from the sale of such shares or the common stock into which such shares are convertible.

The shares of Titan West common stock issuable upon conversion of the Titan West Preferred Stock are subject to a registration rights agreements. Pursuant to the agreement, Titan West is obligated to file a registration statement for such shares upon written demand from YA Global at any time after twelve months from the date the shares commence trading. The shares are also subject to piggy-back registration rights.

Concurrently with the closing of the Assignment, the Company sold 2,500,000 shares of common stock to YA Global for $5,000,000 in cash. All of such shares are subject to the Company’s prior registration rights agreement with YA Global (formerly named Cornell Capital Partners, LP.

Item 7.01Regulation FD Disclosure.

On November 2, 2007, Titan issued a press release concerning the foregoing matters. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC.

Item 9.01Financial Statements and Exhibits

Exhibit Number Description

10.1 Limited Recourse Assignment between Titan Nexus, Inc. and YA Global Investments, L.P., dated as of November 2, 2007

10.2 Securities Purchase Agreement between Titan Global Holdings, Inc. and YA Global Investments, L.P., dated as of November 2, 2007

99.1 Press Release dated November 2, 2007

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TITAN GLOBAL HOLDINGS, INC.
By:	/s/ Bryan Chance
	Bryan Chance
	Chief Executive Officer

Date: November 8, 2007

EX-10.1

LIMITED RECOURSE ASSIGNMENT

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and for the consideration set forth on Exhibit “A” attached hereto and incorporated herein (the “Purchase Price”), YA Global Investments, L.P., f/k/a Cornell Capital Partners, LP (the “Assignor”), a Cayman Island exempt limited partnership with an office located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302, hereby sells, assigns, and transfers to Titan-Nexus, Inc. (the “Assignee”), a wholly owned subsidiary of Titan PCB West, Inc. (“Titan Electronics”),a Delaware corporation with its principal place of business located at 1700 Jay E 11 Drive, Suite 200, Richardson, Texas 75081, in accordance with the terms hereof, all right, title, and interest, if any, of the Assignor in and to each of the documents, instruments and agreements described on Exhibit “B”, annexed hereto and incorporated herein by reference (collectively, the “Assigned Documents”) which relate to the loan arrangements between the Assignor and Nexus Custom Electronics Corp., f/k/a NECI Acquisition, Inc. (“NCEC”) and Nexus Nano Electronics, Inc., f/k/a Sagamore Holdings, Inc. (“Nexus Nano”, and collectively with NCEC, the “Borrowers”), and all rights, remedies, powers, and discretions of the Assignor thereunder, as if the Assignor had specifically and separately assigned to the Assignee each of the Assigned Documents. Except as expressly set forth in Section 5, below, this Assignment is made WITHOUT RECOURSE.

1. Assignor’s Representations and Warranties. The Assignor warrants and represents solely the following, all as determined in accordance with the Assignor’s books and records:

a. Exhibit “C” attached hereto and incorporated herein sets forth the amounts of principal and interest which were outstanding under the Assigned Documents as of October 31, 2007.

b. After review of its files, the Assignor believes that the Assigned Documents include all of the debt instruments held by the Assignor with respect to its loan arrangements with the Borrowers, and all material documents granting security for such debt instruments, and that after consummation of the assignment contemplated herein, the Assignor will not hold any material debt of, or security interests or liens upon any material property of, the Borrowers, provided, however, that it is acknowledged and understood that the Assigned Documents specifically do not include certain documents, instruments, and/or agreements relating to the purchase of, or rights with respect to, stock of the Borrowers, including, without limitation, certain securities purchase agreements, registration rights agreements, warrants, investor agreements, and the like. In the event that the Assignor locates additional debt or security documents that should have been included in the Assigned Documents, or if the Assignee notifies the Assignor in writing of such additional documents that should have been included in the Assigned Documents, then the Assignor execute such assignments of such documents as the Assignee may reasonably request, and, to the extent that the originals of such documents are in the Assignor’s possession, deliver the originals of the same to the Assignee without further consideration.

c. The Assignor (i) has not previously assigned, sold, or otherwise transferred the Assigned Documents, (ii) has the right and authority to transfer the Assigned Documents to the Assignee, and (iii) is transferring the Assigned Documents to the Assignee free and clear of any liens or encumbrances.

d. The execution by the Assignor of this Assignment and the performance by the Assignor of the Assignor’s obligations hereunder respectively have been duly authorized by all required action and will not violate any order of any court or governmental agency or any agreement by which the Assignor is bound.

e. The Assignor has no actual knowledge of the filing of any action against the Borrowers or the Assignor seeking to invalidate, void, set aside, subordinate, or otherwise impair all or some portion of the Assigned Documents, or the debts, claims, liens, or security interests evidenced by the Assigned Documents, nor has the Assignor received any written correspondence threatening such an action. For the purpose of this provision, the “actual knowledge” of the Assignor shall mean the actual knowledge of the officers of the Assignor with responsibility for the management of the Assignor’s loan arrangements with the Borrowers.

2. Exclusion of Assignor’s Warranties and Representations. Except as specifically provided in Section 1, above, this Assignment is made by the Assignor without any representations or warranties whatsoever, whether expressed, implied, or imposed by law. Without limiting the generality of the foregoing exclusion of representations and warranties, this Assignment is made without any representations or warranties with respect to:

a. the genuineness of any signature other than those made by or on behalf of the Assignor.

b. the collectability of any amount owed to the Assignor under any of the Assigned Documents by the Borrowers or any guarantor of the Borrowers’ obligations to the Assignor.

c. the financial condition of the Borrowers or of any guarantor of the obligations of the Borrowers to the Assignor.

d. the legality, validity, sufficiency, or enforceability of any of the Assigned Documents.

e. the validity, enforceability, attachment, priority, or perfection of any security interest, attachment, relief, encumbrance or mortgage included in the Assigned Documents, or the compliance with applicable law of any proceedings commenced or followed by the Assignor with respect to the Assignor’s loan arrangements with the Borrowers.

f. the existence, or applicability, of any claims or causes of action under any state and Federal fraudulent transfer and conveyance laws, insolvency laws, and judicially developed doctrines relevant, or similar, to any of the foregoing laws, such as preference actions, equitable subordination and the like, whether under bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors, or other applicable law, that may result in the avoidance, subordination, setting aside, or invalidation of the Assigned Documents, or otherwise modify or affect the validity, enforceability, or priority, of the Assigned Documents or any of the claims evidenced thereby or the liens, pledges, and/or security interests granted thereunder or in connection therewith.

g. the existence, value, access to, or condition of any collateral granted (or purported to be granted) to the Assignor under the Assigned Documents, including, without limitation, as to any environmental matters (including, without limitation as to the existence of lead paint, asbestos, UFFI, radon or any other material, hazardous or otherwise), the existence of health, housing, building or other code violations and/or the existence, identity or number of tenants or other occupants at any real estate collateral or any leased premises.

3. Assignee’s Acknowledgment. The Assignee acknowledges the foregoing exclusion of representations and warranties and further acknowledges and agrees that (a) except as expressly provided in Section 1, above, the Assignor has not made any representations or warranties whatsoever, and (b) except as expressly provided in Section 5, is purchasing the Assigned Documents “as is” and without any recourse to the Assignor.

4. Remedies for Breach of Assignor’s Representations and Warranties. The sole remedy of the Assignee for the breach of any of the representations and warranties set forth in Section 1 above shall be a full or partial refund of the Purchase Price, as appropriate, providedthat (a) in such case the Assignor shall have the right to repurchase the Assigned Documents in accordance with the provisions of Section 13, below, and (b) with respect to a breach of the representations and warranties set forth in Section 1(b), above, the Assignor shall be granted the opportunity to cure any such breach by executing and delivering to the Assignee within ten (10) business days of written demand by the Assignee such further assignments as the Assignee may reasonably request to ensure that all material debt instruments, and the security documents granted in connection with the same, have been assigned to the Assignee.

5. Limited Recourse Provision.This Assignment is made WITHOUT RECOURSE, except in the following specific circumstances, and then only to extent expressly set forth in this Section:

a. In the event that on or before eighteen (18) months from the date of this Assignment, the Assignee, in good faith and in the exercise of its reasonable discretion, deems it necessary to settle or pay any unsecured claims of the Borrowers (but only to the extent that such claims are held by parties unrelated to the Assignee, Titan Electronics, or Titan Global Holdings, Inc. or any of their respective affiliates) in connection with the enforcement of the Assigned Documents, then the Assignee shall have the right to require the Assignor to return shares of Preferred Stock (as defined on Exhibit “A”) to Titan Electronics in a number equal to the lesser of (i) the number of shares with a value equal to the actual cash payments made by the Assignee to such unsecured claimants, plus reasonable out of pocket costs and expenses (including attorneys fees and expenses) incurred by the Assignee in connection with settling such claims, and (ii) the number of shares of Preferred Stock granted to the Assignor pursuant to Section 2 of Exhibit “A”.

b. In the event that on or before eighteen (18) months from the date of this Assignment, one or more actions are commenced by a party unrelated to the Assignee, Titan Electronics, Titan Global Holdings, Inc. or any of their respective affiliates which seek(s) to invalidate, void, set aside, subordinate, or otherwise impair all or some portion of the debts, claims, liens or security interests securing such claims, evidenced by the Assigned Documents, or a bankruptcy proceeding is commenced by or against either or both of the Borrowers during such eighteen (18) month period and such an action is later commenced in that bankruptcy proceeding, and such debts, claims, liens, or security interests, or some portion thereof, are thereafter actually invalidated, voided, set aside, subordinated, or otherwise impaired, or the Assignee, in good faith and in the exercise of its reasonable discretion, settles such action(s), then the Assignee shall have the right to require the Assignor to return shares of Preferred Stock (as defined on Exhibit “A”) to Titan Electronics in a number equal to the lesser of (i) the number of shares with a value equal to (without duplication) the amount of the debt invalidated or subordinated, or value of the collateral secured by a lien or security interest that was invalidated, subordinated, or set aside, or the actual cash payments made by the Assignee to settle such claims, plus the reasonable out of pocket costs and expenses (including attorneys fees and expenses) incurred by the Assignee in defending or settling such action or actions, and (ii) the number of shares of Preferred Stock granted to the Assignor pursuant to Section 2 of Exhibit “A”. Notwithstanding the foregoing, if the Assignee subsequently receives a distribution on any of the debts, claims, liens or security interests which were invalidated, voided, set aside, subordinated, or otherwise impaired (such as a distribution in a bankruptcy to the Assignee as an unsecured creditor), then the Assignor shall be entitled to the return of Preferred Stock in an amount with a value equal to such distribution, less any reasonable out of pocket costs and expenses incurred by the Assignee in connection with obtaining such distribution.

c. Notwithstanding the foregoing, the Assignee agrees that to the extent that the Assignee recovers any funds from Jaco Electronics, Inc. or Nexus Custom Electronics, Inc. pursuant to (a) any cause of action arising out of, or related to, that certain Asset Purchase Agreement dated as of September 20, 2004 entered into by and among Jaco Electronics, Inc., Nexus Custom Electronics, Inc., and the Borrowers, or any of the transactions relating thereto, including, without limitation, the current civil action pending in The United States District Court for the Southern District of New York as Case No. 06-CV-6687, or (b) as a result of a claim or claims arising from the sale of counterfeit inventory by Jaco Electronics, Inc. to the Borrowers prior to the date of this Assignment, then the Assignee will first apply such funds, net of the reasonable out of pocket costs and expenses (including attorneys fees and expenses) incurred by the Assignee in obtaining such funds, to any claim the Assignee may have under Sections 5(a) and 5(b), before exercising its right to require the return of the Preferred Stock, and to the extent the Assignee recovers such funds after the Assignor has been required to return all or any portion of the Preferred Stock to the Assignee under Sections 5(a) and/or 5(b), above, then the Assignor shall be entitled to the return of Preferred Stock in an amount with a value equal to such recovery.

d. For the purposes of this Section and for Section 13, the value of the Preferred Stock shall be calculated as the greater of (x) the liquidation value of the Preferred Stock as of the date of the closing on this Assignment, or (y) the conversion value of the Preferred Stock into common stock of Titan Electronics determined as of the date the Assignee makes demand for the return of the Preferred Stock.

e. In the event that the Assignor is required to return shares of Preferred Stock to the Assignee under Sections 5(a) or 5(b) above, and the Assignor no longer holds sufficient shares of Preferred Stock to satisfy such requirement, then the Assignor shall return all of the shares of Preferred Stock still in its possession, and then pay to the Assignee a cash amount equal to the lesser of (a) the value of the number of shares of Preferred Stock that would have otherwise been returned pursuant to the formula set forth in Section 5(d) above or (b) the total proceeds actually received for such shares of Preferred Stock (or, to the extent, converted to common stock and then sold by Assignor, the total proceeds actually received for such underlying shares of common stock as a result of such conversion) that would otherwise have been returned pursuant to Section 5(d) above if such shares had not been sold, net of the reasonable costs and expenses (including capital gains taxes, if any) incurred by the Assignor in selling such shares. In the event that the Assignor sold shares for different prices, then the price per share shall be calculated as the average of such prices. The Assignee acknowledges and agrees that the decision to sell such shares, and the price received for such shares, is wholly within the discretion of the Assignor, and that when selling shares, the Assignor shall have no duty to obtain the highest or best price for such shares.

f. Under no circumstances whatsoever shall the Assignor ever be required to return the TGH Shares (as defined in Exhibit “A”), or to defend the Assignee in any action of the nature described in this Section 5, or otherwise in connection with the Assigned Documents or the transactions related thereto.

6. No Endorsement. This Assignment is made without any of the representations or warranties described in Article 3 and Article 9 of the Uniform Commercial Code as enacted and in force in the State of New Jersey, and does not constitute an endorsement by the Assignor of any promissory notes or other instruments listed on Exhibit “B”. Any attempt to affix this Assignment to such promissory notes or other instruments shall be without force or effect to alter the nature of this Assignment.

7. Representations by Assignee. The Assignee represents the following:

a. The Assignee has determined to purchase this Assignment and the Assigned Documents following the Assignee’s own independent review and inspection of whatever matters the Assignee deemed necessary or appropriate and not in reliance upon any information provided by the Assignor.

b. The Assignee has made its own independent investigation and evaluation as to the facts and circumstances relating to this Assignment.

c. The Assignee has entered into this transaction after consultation with independent counsel of the Assignee’s own selection and, with the sole exception of the representations and warranties specifically made in Section 1, above, is not relying upon any representation or warranty of the Assignor in consummating this transaction.

d. The execution by the Assignee of this Assignment and the performance by the Assignee of the Assignee’s obligations hereunder respectively have been duly authorized by all required action and will not violate any order of any court or governmental agency or any agreement by which the Assignee is bound.

e. The Assignee is aware that (i) as a result of the convertible feature of certain of the Assigned Documents, that such Assigned Documents may be considered securities under applicable Federal and/or state securities laws, (ii) the Assigned Documents, and any securities into which any of the Assigned Documents may be converted, have not been registered with the Securities and Exchange Commission or the securities commission of any state and (iii) if such securities laws are applicable, the Assigned Documents, or any securities into which any of the Assigned Documents may be converted, may not be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an available exemption from, or in a transaction no subject to, the registration requirements of the Securities Act, and in accordance with applicable state securities laws.

f. The Assignee is an “accredited Investor”, as defined in the Securities Act, and the Assignee has purchased the Assigned Documents for its own account, and not with a view to resale. The Assignee is able to bear the economic risk of the purchase of the Assigned Documents and it is able to hold the Assigned Documents for an indefinite period of time.

g. The Assignee has done a full, complete, and exhaustive evaluation and investigation into the status of the Borrowers and into the status of any collateral which purportedly secures the Borrowers’ obligations under the Assigned Documents, including, without limitation, the Borrowers’ financial status, the environmental condition of the collateral purportedly granted under any of the Assigned Documents, and the applicability of state and Federal fraudulent transfer and conveyance laws, insolvency laws, and judicially developed doctrines relevant, or similar, to any of the foregoing laws, such as preference actions, equitable subordination and the like.

h. The Assignee acknowledges and agrees that the Purchase Price is to be paid in full to the Assignor, without adjustment whatsoever for the amount of outstanding taxes (or any other form of taxes or charges or liens whatsoever) affecting the collateral purportedly granted to the Assignor under the Assigned Documents, and the Assignee further acknowledges that the Assignee has investigated and evaluated the status of any and all outstanding taxes and understands that the Assignor is not responsible or liable in any way to the Assignee for the payment or adjustment thereof.

i. The Assignee has not relied, in entering into this Assignment, upon any oral or written information from the Assignor or any of the Assignor’s employees, attorneys, affiliates, parent, agents or representatives, other than the express representations of the Assignor contained in Section 1 of this Assignment. The Assignee further acknowledges that no employee or representative of the Assignor has been authorized to make, and that the Assignee has not relied upon, any statements or representations other than those specifically contained in Section 1 of this Assignment.

8. Scope of Assignment. The Assignee hereby expressly acknowledges and agrees that this Assignment is effective only as to the Assigned Documents, and the obligations evidenced thereby, specifically referenced on Exhibit “B”.

9. Conditions Precedent. The sale of the Assigned Documents contemplated herein shall not be effective unless and until the following conditions precedent are satisfied:

a. Each of the parties hereto shall have executed this Assignment where indicated below.

b. The shares representing the Purchase Price shall have been transferred to the Assignor.

c. The Assignor shall have purchased Two Million Five Hundred Thousand (2,500,000) shares of common stock of Titan Global Holdings, Inc. (the “TGH Purchased Shares”) in exchange for Five Million Dollars ($5,000,000.00).

d. The Borrowers shall have executed and delivered an Acknowledgement and Consent with respect to the Assignment contemplated herein.

10. Delivery of Assigned Documents. Upon the satisfaction of each of the conditions precedent set forth in Section 9, the Assignor shall deliver the following to the Assignee:

a. An original of this Assignment executed by the Assignor;

b. All of the original Assigned Documents in the Assignor’s possession;

c. An assignment, in recordable form, of the Mortgage identified on Exhibit “B”;

d. Authorization to file UCC-3 Assignments for the UCC Financing Statements identified on Exhibit “B” and

e. An allonge for each promissory note or other instrument listed on Exhibit “B”.

11. WAIVER OF TRIAL BY JURY. THE ASSIGNEE AND THE ASSIGNOR HEREBY MAKE THE FOLLOWING WAIVER KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, AND UNDERSTAND THAT THE OTHER, IN ENTERING INTO THIS ASSIGNMENT, IS RELYING THEREON. THE ASSIGNEE AND THE ASSIGNOR, IF AND TO THE EXTENT OTHERWISE ENTITLED THERETO, HEREBY IRREVOCABLY WAIVE ANY PRESENT OR FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE OTHER PARTY IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ASSIGNOR OR THE ASSIGNEE OR IN WHICH THE ASSIGNOR OR THE ASSIGNEE IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, THIS ASSIGNMENT, THE ASSIGNED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN THE ASSIGNEE, WHETHER ALONE OR WITH OTHERS, AND THE ASSIGNOR RELATIVE TO THE ASSIGNED DOCUMENTS, THIS ASSIGNMENT, OR OTHERWISE.

12. Indemnification. The Assignee hereby agrees to indemnify, defend, and hold the Assignor and any employee, officer, director, affiliate, parent, attorney, agent or predecessor-in-interest of the Assignor (each, an “Indemnified Person”) harmless of and from any claim brought or threatened against any Indemnified Person by the Borrowers, any guarantor or endorser of the Borrowers’ obligations, or any other person (as well as from attorneys’ fees and expenses in connection therewith) on account, relating to, or arising out of the Assignee’s actions or omissions from and after the transfer of the Assigned Documents to the Assignee, each of which may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Assignor’s selection, but at the sole cost and expense of the Assignee. The Assignee, by executing this Assignment where indicated below, acknowledges and agrees that its liability and obligations under this Section shall continue in full force and effect for a period of eighteen (18) months from the date of this Assignment.

13. Assignor’s Right to Repurchase Assigned Documents.

a. The Assignor shall have the absolute and irrevocable right to purchase the Assigned Documents from the Assignee at any time after the date hereof if the Assignee asserts a claim against the Assignor for a breach of the representations and warranties set forth in Section 1.

b. In the event that the Assignor determines, in its sole and exclusive discretion, to exercise its right of repurchase any of the Assigned Documents under the terms set forth herein, then:

i. the Assignor shall provide the Assignee with not less than three (3) business day’s written notice of its election, and shall purchase the Assigned Documents from the Assignee for the “Repurchase Price”. As used herein, the term “Repurchase Price” shall mean: (a) the return of the shares delivered to the Assignor as part of the Purchase Price, minus (b) shares of a value equal to any collections received with respect to the Assigned Documents after the execution and delivery of this Assignment and of the Assigned Documents, regardless of how received and applied to the obligations under the Assigned Documents, minus (c) shares of a value equal to the amount of any debt forgiveness or compromise granted by the Assignee to the Borrowers or any guarantor, plus (d) shares of a value equal to any reasonable out of pocket costs and expenses (including attorneys fees and expenses) incurred by the Assignee in connection with the Assigned Documents or the enforcement thereof; and

ii. the Assignee shall deliver to the Assignor concurrently with the Assignor’s payment of the Repurchase Price, the following with respect to the Assigned Documents: (a) all original promissory notes and/or other debt instruments, properly re-endorsed to the Assignor, (b) all other original Assigned Documents delivered to the Assignee, and (c) any and all other reassignment instruments reasonably requested by the Assignor.

14. Miscellaneous.

a. This Assignment constitutes the entire agreement between the Assignor and the Assignee, shall be construed in accordance with the internal law of the State of New Jersey without regard to any conflicts of laws rules or principles, and is intended to take effect as a sealed instrument.

b. Each of the parties agrees that any legal action, proceeding, case, or controversy with respect to this Assignment or any Assigned Documents may only be brought in the Superior Court of Hudson County, New Jersey or in the United States District Court, District of New Jersey, sitting in Newark, New Jersey. By execution and delivery of this Assignment, each of the parties, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts and WAIVES any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted under this Assignment or any of the Assigned Documents.

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Executed as an instrument under seal as of the 2^nd day of November, 2007.

YA GLOBAL INVESTMENTS, L.P.
By:	Yorkville Advisors, LLC
Its:	Investment Manager

By:	/s/ Mark Angelo
	Name:Mark Angelo
	Its:Portfolio Manager

Acknowledged, agreed, and accepted on

the terms and conditions set forth herein:

TITAN NEXUS, INC.

By: /s/ BRYAN M. CHANCE

Name: Bryan M. Chance

Its: President

Acknowledged, agreed, and accepted solely for the

purposes of its obligations set forth on Exhibit A hereto:

TITAN GLOBAL HOLDINGS, INC.

By: /s/ BRYAN M. CHANCE

Name: Bryan M. Chance

Its: President & CEO

EXHIBIT “A”

TO A CERTAIN ASSIGNMENT

DATED AS OF NOVEMBER 1, 2007 BY AND BETWEEN

YA GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.

The Purchase Price for the Assigned Documents shall be as follows:

1.Two Million (2,000,000) shares of common stock, par value $0.001 per share, of Titan Global Holdings, Inc. (“TGH”) valued at $2.00 per share (the “TGH Shares”).

2.Convertible Preferred Stock (the “Preferred Stock”) of Titan PCB West, Inc. (“Titan Electronics”) with a liquidation value on the date of the closing of not less than Seven Million Two Hundred and Forty-Five Thousand One Hundred and Seventy Eight Dollars ($7,245,178) and a conversion rate into common stock of Titan Electronics as agreed by the parties and set forth in the Certificate of Amendment of Titan Electronics of even date herewith designating the rights of such Preferred Stock. The Preferred Stock shall include customary preferred stock terms, including, without limitation, piggyback and demand registration rights, voting rights (including rights to vote as a separate class with respect to certain major decisions of Titan Electronics), redemption rights, and anti-dilution protections. In addition, the Preferred Stock terms shall include a covenant by Titan Electronics providing that, within eighteen (18) months of the closing hereunder, it shall: (a) consolidate the assets of Nexus Nano Electronics, Inc. and the business operations of Titan PCB East, Inc. into Titan Electronics, and (b) consummate a public distribution of the shares of common stock of Titan Electronics (which may be limited to a distribution of Titan Electronics stock to the shareholders of TGH); provided, however, in the event that if either (a) or (b) shall not occur within such time period, YA Global Investments, L.P. shall have a put right to sell the Preferred Stock back to the Assignee, Titan Electronics, or TGH for no less than the liquidation value of $7,245,178. In addition, Titan Electronics shall have the right to re-purchase the shares of Preferred Stock at the price of $70.00 per share upon at least thirty (30) days prior written notice to the Assignor.

EXHIBIT “B”

TO A CERTAIN ASSIGNMENT

DATED AS OF NOVEMBER 1, 2007 BY AND BETWEEN

YA GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.

1. Term Note dated September 20, 2004 made by NCEC payable to Comerica Bank in the original principal amount of $1,200,000.00, and assigned by Comerica Bank to the Assignor pursuant to a certain Term Note Allonge dated August 8, 2007.

2. Revolving Credit Note dated September 20, 2004 made by NCEC payable to Comerica Bank in the original principal amount of $5,000,000.00, and assigned by Comerica Bank to the Assignor pursuant to a certain Revolving Credit Note Allonge dated August 8, 2007.

3. Credit Agreement dated as of September 20, 2004 by and between NCEC and Comerica Bank, and assigned by Comerica Bank to the Assignor pursuant to a certain Assignment of Credit Agreement dated August 8, 2007.

4. Security Agreement dated as of September 20, 2004, granted by NCEC in favor of Comerica Bank, and assigned by Comerica Bank to the Assignor pursuant to a certain Assignment of Security Agreement dated August 8, 2007, and amended and restated by a certain Amended and Restated Security Agreement dated August 8, 2007.

5. Continuing Collateral Mortgage dated as of September 20, 2004, granted by NCEC in favor of Comerica Bank upon a certain property located in Brandon, Vermont, and assigned by Comerica Bank to the Assignor pursuant to a certain Assignment of Mortgage dated August 8, 2007, and amended and restated by a certain Amended and Restated Continuing Collateral Mortgage dated August 8, 2007.

6. Guaranty dated as of July 30, 2007 made by NCEC in favor of the Assignor.

7. Amended and Restated Secured Convertible Debenture (No. CCP-1) dated March 10, 2006 in the original face amount of $743,284.72, issued by Nexus Nano to the Assignor.

8. Secured Convertible Debenture (No. CCP-2) dated June 1, 2006 in the original face amount of $850,000.00 issued by Nexus Nano to the Assignor.

9. Secured Convertible Note (No. NXNO 4-1) dated July 30, 2007 in the original principal amount of $660,000.00, made by Nexus Nano payable to the Assignor.

10. Secured Convertible Note (No. NXNO 4-2) dated July 30, 2007 in the original principal amount of $6,723,087.00, made by Nexus Nano payable to the Assignor.

11. Security Agreement dated as of November 10, 2005, granted by Nexus Nano to CSI Business Finance, Inc., and assigned to the Assignor by Assignment dated March 10, 2006, as amended by that certain Amended Security Agreement dated as of June 1, 2006 entered into by and between Nexus Nano and the Assignor.

12. Parent Security Agreement dated as of July 30, 2007, granted by Nexus Nano to the Assignor.

13. The following UCC Financing Statements: (i) UCC Financing Statement naming NECE as debtor, in favor of Comerica Bank as secured party, and filed with the Secretary of State of Florida on September 22, 2004 as document number 200407923665, and assigned to the Assignor; (ii) UCC Financing Statement naming Nexus Nano as debtor, in favor of the Assignor as secured party, and filed with the Secretary of State of Nevada on March 21, 2007 as document number 2007008715-9; and (iii) UCC Financing Statement naming Nexus Nano as debtor, in favor of the Assignor as secured party, and filed with the Secretary of State of Nevada on August 1, 2007 as document number 2007024948-2.

EXHIBIT “C”

TO A CERTAIN ASSIGNMENT

DATED AS OF NOVEMBER 1, 2007 BY AND BETWEEN

YA GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.

Principal and interest outstanding under the Assigned Documents as of October 31, 2007:

Total Debentures (principal):	$	8,907,620.02
Total Debentures (interest):	$	556,515.49
Term note (principal):	$	520,000.00
Term note (interest):	$	16,369.89
Revolving note (principal)	$	1,207,342.00
Revolving note (interest)	$	37,330.98
Total	$	11,245,178.38

EX-10.2

SECURITIES PURCHASE AGREEMENT

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 2^nd, 2007, by and among TITAN GLOBAL HOLDINGS, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

WITNESSETH

WHEREAS, the Company and the Buyer(s) are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase Two Million Five Hundred Thousand shares of the Company’s common stock, par value $0.001 (the “Common Stock”), which shall be funded on the date hereof (the “Closing”) for a total purchase price of Five Million Dollars ($5,000,000), (the “Purchase Price”) in the respective amounts set forth opposite each Buyer(s) name on Schedule I (the “Subscription Amount”);

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer(s) hereby agree as follows:

1.PURCHASE AND SALE OF COMMON STOCK.

(a)Purchase of Common Stock. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at the Closing, Common Stock in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

(b)Closing Date. The Closing of the purchase and sale of the Common Stock shall take place on the date hereof, subject to notification of satisfaction of the conditions set forth herein (or such other date as is mutually agreed to by the Company and the Buyer(s)) (the “Closing Date”). The Closing shall occur at the offices of Yorkville Advisors, LLC, 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (or such other place as is mutually agreed to by the Company and the Buyer(s)).

(c)Form of Payment. Subject to the satisfaction of the terms and conditions of this Agreement, on the Closing Date, (i) the Buyers shall deliver to the Company such aggregate proceeds for the Common Stock to be issued and sold to such Buyer(s), and (ii) the Company shall deliver to each Buyer, Common Stock which such Buyer(s) is purchasing in amounts indicated opposite such Buyer’s name on Schedule I, duly executed on behalf of the Company.

2.BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer represents and warrants, severally and not jointly, that:

(a)Investment Purpose. Each Buyer is acquiring the Common Stock for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Common Stock at any time in accordance with or pursuant to an effective registration statement covering such shares or an available exemption under the Securities Act.

(b)Accredited Investor Status. Each Buyer is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.

(c)Reliance on Exemptions. Each Buyer understands that the Common Stock is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.

(d)Information. Each Buyer and its advisors (and his or, its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information he deemed material to making an informed investment decision regarding his purchase of the Common Stock which have been requested by such Buyer. Each Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. Each Buyer understands that its investment in the Common Stock involves a high degree of risk. Each Buyer is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables such Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment. Each Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Common Stock.

(e)No Governmental Review. Each Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Common Stock, or the fairness or suitability of the investment in the Common Stock, nor have such authorities passed upon or endorsed the merits of the offering of the Common Stock.

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(f)Transfer or Resale. Each Buyer understands that: (i) the Common Stock has not been and is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the Securities Act (or a successor rule thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g)Legends. Each Buyer understands that the certificates representing the Common Stock shall bear a restrictive legend in substantially the following form (and a stop -transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

The legend set forth above shall be removed and the Company within three (3) business days shall issue a certificate without such legend to the holder of the Common Stock upon which it is stamped, if, unless otherwise required by state securities laws, (i) in connection with a sale transaction, provided the Common Stock is registered under the Securities Act or (ii) in connection with a sale transaction, after such holder provides the Company with an opinion of counsel, which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale, assignment or transfer of the Common Stock may be made without registration under the Securities Act.

(h)Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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(i)Receipt of Documents. Each Buyer and his or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein and the Transaction Documents (as defined herein); (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) the Company’s Form 10-KSB for the fiscal year ended August 31, 2006; (iv) the Company’s Form 10-QSB’s for the fiscal quarters ended November 30, 2006, February 28, 2007 and May 31, 2007, and (v) answers to all questions each Buyer submitted to the Company regarding an investment in the Company; and each Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

(j)Due Formation of Corporate and Other Buyers. If the Buyer(s) is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Common Stock and is not prohibited from doing so.

(k)No Legal Advice From the Company. Each Buyer acknowledges, that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. Each Buyer is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants as of the date hereof to each of the Buyers that, except as set forth in the SEC Documents (as defined herein) or in the Disclosure Schedule attached hereto (the “Disclosure Schedule”):

(a)Organization and Qualification. The Company, subject to completion of its restatement filing, and its subsidiaries are corporations duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated, and have the requisite corporate power to own their properties and to carry on their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole.

(b)Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and any related agreements (collectively the “Transaction Documents”) and to issue the Common Stock in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Common Stock, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

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(c)Capitalization. The authorized capital stock of the Company consists of 950,000,000 shares of Common Stock, of which 50,694,378 shares of Common Stock are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as set forth on Section 3(c) of the Disclosure Schedule, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Stock as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

(d)Issuance of Securities. The Common Stock is duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof.

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(e)No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation of the Articles of Incorporation, any certificate of designations of any outstanding series of preferred stock of the Company or the By-laws or (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of The National Association of Securities Dealers Inc.’s OTC Bulletin Board on which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected. Neither the Company nor its subsidiaries is in violation of any term of or in default under its Articles of Incorporation or By-laws or their organizational charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company and its subsidiaries are unaware of any facts or circumstance, which might give rise to any of the foregoing.

(f)SEC Documents: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at http://www.sec.gov., true and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(g)10(b)-5. Neither the Transaction Documents nor the SEC Documents include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

(h)Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have a material adverse effect on the transactions contemplated hereby (ii) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the documents contemplated herein, or (iii) have a material adverse effect on the business, operations, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole.

(i)Acknowledgment Regarding Buyer’s Purchase of the Common Stock. The Company acknowledges and agrees that the Buyer(s) is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer(s) is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Buyer(s) or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer’s purchase of the Common Stock. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.

(j)No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Common Stock.

(k)No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Common Stock under the Securities Act or cause this offering of the Common Stock to be integrated with prior offerings by the Company for purposes of the Securities Act.

(l)Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company’s or its subsidiaries’ employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

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(m)Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, and, to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

(n)Environmental Laws. The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval.

(o)Title. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(p)Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

(q)Regulatory Permits. The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(r)Internal Accounting Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, and (iii) the recorded amounts for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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(s)No Material Adverse Breaches, etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a material adverse effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company’s officers, has or is expected to have a material adverse effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.

(t)Tax Status. The Company and each of its subsidiaries has made and filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and (unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(u)Certain Transactions. Except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, except as disclosed in the SEC Documents.

(v)Fees and Rights of First Refusal. The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

(w)Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Primary Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Primary Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

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4.COVENANTS.

(a)Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b)Form D. The Company agrees to file a Form D with respect to the Common Stock as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Common Stock, or obtain an exemption for the Common Stock for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

(c)Reporting Status. Until the earlier of (i) the date as of which the Buyer(s) may sell all of the Common Stock without restriction pursuant to Rule 144(k) promulgated under the Securities Act (or successor thereto), or (ii) the date on which the Buyer(s) shall have sold all the Common Stock (the “Registration Period”), the Company shall file in a timely manner all reports required to be filed with the SEC pursuant to the Exchange Act and the regulations of the SEC thereunder, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

(d)Use of Proceeds. The Company will use the proceeds from the sale of the Common Stock to fund the business and operations of assets acquired by Titan Nexus, Inc. pursuant to its limited recourse assignment with the Buyer dated as of the date hereof and expenses related thereto.

(e)Listings or Quotation. The Company’s Common Stock shall be listed or quoted for trading on any of (a) the American Stock Exchange, (b) New York Stock Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC Bulletin Board (“OTCBB”) (each, a “Primary Market”).

(f)Registration Rights. The 2,500,000 shares of Common Stock being purchased hereunder shall be deemed to be included in that certain Registration Rights Agreement (the “RRA”) dated as of September 13, 2007 between the Company and the Buyer. As such, the parties hereby agree that the Required Registration Amount (as defined in Section 1(g) of the RRA) shall be deemed to include the 2,500,000 shares of Common Stock purchased hereunder and the Buyer shall be entitled to all of the rights specified in the RRA with respect to such 2,500,000 shares of Common Stock as if the Buyer had purchased the 2,500,000 shares of Common Stock concurrently with the Convertible Debentures that are the subject of the RRA. Notwithstanding the foregoing, it is agreed and understood that the Company shall not be liable for the payment of liquidated damages or any other payments or penalties which may arise as a result of the Company’s inability to include some or all of the shares of Common Stock on any registration statement or the failure to adhere to any filing date or effectiveness date as a result of the application of Rule 415 under the Securities Act.

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(g)Restrictions on Stock Issuances. From the date hereof until the Buyer is the beneficial owner of no more than 250,000 shares of the Company’s Common Stock, neither the Company nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents. Notwithstanding the foregoing, this Section 1(g) shall not apply in respect of (i) an Exempt Issuance or (ii) any Convertible Debentures held by the Buyer. The following definitions apply to this Section 1(g):

(y)“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(z)“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors of or consultants, agents or vendors to the Company pursuant to any stock option plans, agreements or arrangements existing on the date of this Agreement or any other stock or option plan duly adopted by a majority of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement; provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the Company’s Board of Directors; provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) shares of Common Stock or options issued to consultants, agents or vendors to the Company payable as compensation thereto for the provision of goods and services in accordance with the Company’s standard practices and approved by the Board of Directors of the Company and with a fair market value at the time of issuance not to exceed an aggregate of $750,000 for each 12 month period from the date hereof.

5.CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Common Stock to the Buyer(s) at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

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(a)Each Buyer shall have executed the Transaction Documents and delivered them to the Company.

(b)The Buyer(s) shall have delivered to the Company the Purchase Price for Common Stock in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.

(c)The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates.

6.CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.

(a)The obligation of the Buyer(s) hereunder to purchase the Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(i)The Company shall have executed the Transaction Documents and delivered the same to the Buyer(s).

(ii)The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the shares of Common Stock shall be approved for listing or trading on the Primary Market

(iii)The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date

(iv)The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

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7.INDEMNIFICATION.

(a)In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Common Stock hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Buyer(s) and each other holder of the Common Stock, and all of their officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Buyer Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Common Stock or the status of the Buyer or holder of the Common Stock, as a Buyer of Common Stock in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

(b)In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Buyer’s other obligations under this Agreement, the Buyer shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Buyer(s) in this Agreement, instrument or document contemplated hereby or thereby executed by the Buyer, (b) any breach of any covenant, agreement or obligation of the Buyer(s) contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Buyer, or (c) any cause of action, suit or claim brought or made against such Company Indemnitee based on material misrepresentations or due to a material breach and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the parties hereto. To the extent that the foregoing undertaking by each Buyer may be unenforceable for any reason, each Buyer shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

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8.GOVERNING LAW: MISCELLANEOUS.

(a)Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in Hudson County, New Jersey, and expressly consent to the jurisdiction and venue of the Superior Court of New Jersey, sitting in Hudson County and the United States District Court for the District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action asserted pursuant to this Paragraph.

(b)Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event any signature page is delivered by facsimile transmission, the party using such means of delivery shall cause four (4) additional original executed signature pages to be physically delivered to the other party within five (5) days of the execution and delivery hereof.

(c)Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e)Entire Agreement, Amendments. This Agreement supersedes all other prior oral or written agreements between the Buyer(s), the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

(f)Notices. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt, when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

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If to the Company, to:	Titan Global Holdings, Inc.
	1700 Jay Ell Drive Suite 200
	Richardson, Texas 75081
	Attention: Bryan M. Chance, President & CEO
	Telephone:(972) 470-9100
	Facsimile:(972) 767-3117
With a copy to:	Sichenzia Ross Friedman Ference LLP
	61 Broadway, 32nd Floor
	New York, NY 10006
	Attention: Thomas A. Rose, Esq.
	Telephone: (212) 930-9700
	Facsimile: (212) 930-9725

If to the Buyer(s), to its address and facsimile number on Schedule I, with copies to the Buyer’s counsel as set forth on Schedule I. Each party shall provide five (5) days’ prior written notice to the other party of any change in address or facsimile number.

(g)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto.

(h)No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(i)Survival. The representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4, 5 and 8, and the indemnification provisions set forth in Section 7, shall survive the Closing for a period of two (2) years following the date hereof. The Buyer(s) shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)Publicity. The Company and the Buyer(s) shall have the right to approve, before issuance any press release or any other public statement with respect to the transactions contemplated hereby made by any party; provided, however, that the Company shall be entitled, without the prior approval of the Buyer(s), to issue any press release or other public disclosure with respect to such transactions required under applicable securities or other laws or regulations (the Company shall use its best efforts to consult the Buyer(s) in connection with any such press release or other public disclosure prior to its release and Buyer(s) shall be provided with a copy thereof upon release thereof).

(k)Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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(l)Brokerage. The Company represents that no broker, agent, finder or other party has been retained by it in connection with the transactions contemplated hereby and that no other fee or commission has been agreed by the Company to be paid for or on account of the transactions contemplated hereby.

(m)No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

TITAN GLOBAL HOLDINGS, INC.

By:/s/ BRYAN M. CHANCE

Name:Bryan M. Chance

Title:President & CEO

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

BUYER:

YA GLOBAL INVESTMENTS, L.P.

By: Yorkville Advisors, LLC

Its:Investment Manager

By:/s/ MARK ANGELO

Name:Mark Angelo

Its:Portfolio Manager

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SCHEDULE I

SCHEDULE OF BUYERS

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Buyer	Subscription Amount			Number of Shares			Legal Representative’s Address and Facsimile Number
	Closing			Closing
YA Global Investments, L.P. 101 Hudson Street, Suite 3700 Jersey City, NJ 07303 Attention: Mark Angelo Telephone: (201) 985-8300 Facsimile: (201) 985-8266	$5,000,000			2,500,000			Troy J. Rillo, Esq. 101 Hudson Street, Suite 3700 Jersey City, New Jersey 07302 Telephone: (201) 985-8300 Facsimile: (201) 985-8266

EX-99.1

Titan Global Consummates First Step in Planned Acquisition of Assets of Nexus Nano Electronics

Monday November 5, 8:37 am ET

Titan Acquired Various Financial Instruments Secured by Nexus Nano Electronics Assets

DALLAS--(BUSINESS WIRE)--Titan Global Holdings, Inc. ("Titan") (OTCBB:TTGL), a high growth diversified holding company, has announced the successful completion of its first step in a planned acquisition of the assets of Nexus Nano Electronics, Inc. (“Nexus”), a manufacturer of custom circuit boards for aerospace, defense and other industries.

The highlights of the strategic Nexus acquisition are as follows:

· Pursuant to Titan’s Acquired Rights, it Intends to Exercise its Legal Rights and Remedies on Nexus-Secured Financial Instruments

· The Transaction was Completed on an All-Equity Debt-Free Basis

· Titan Expects to Integrate Nexus Products and Services into Titan Electronics Division to Grow Revenues and Market Share

Under the equity-based transaction, Titan Nexus, Inc., a wholly owned subsidiary of Titan Electronics Group, acquired by assignment from YA Global Investments, LP, various debt and equity instruments secured with Nexus assets. Titan intends to exercise its legal rights as its secured lender to obtain ownership of Nexus’ assets. Following the exercise of its rights, Titan intends to combine Nexus’ assets with the operations of its Titan Electronics Group, creating valuable synergies and efficiencies.

Nexus manufactures custom circuit board products for a variety of industries including aerospace, defense contractors and alternate energy equipment producers. Nexus generated revenues of $12 million and $16 million in the periods ended June 30, 2007 and June 30, 2006, respectively. Nexus has 90 employees in its advanced facilities in Brandon, Vermont and Woburn, Massachusetts. Over the last year, Nexus struggled financially and had inadequate working capital to continue its operations.

“The agreement with YA Global to acquire its secured debt and equity instruments related to Nexus represented an opportunity for our Electronics Group to achieve valuable new synergies and efficiencies,” said Bryan Chance, President and Chief Executive Officer of Titan Global Holdings. “Our strategic equity partners identified this opportunity and helped us structure the transaction in a manner that resulted in the issuance of equity and no debt. We will move quickly to exercise our legal rights on these assets and integrate them into Titan Electronics Group.”

Under the terms of the assignment, Titan Electronics Group, a wholly owned subsidiary of Titan, issued YA Global $7.3 million of its convertible preferred stock and Titan Global Holdings issued YA Global 2 million shares of its common stock, valued at $2 per share equaled to the closing price of Titan’s stock on November 1, 2007. The convertible preferred stock issued to YA Global is convertible into the common stock of the planned spin out of Titan Electronics Group.

Titan’s Electronics Group includes companies that specialize in the manufacturing of advanced circuit boards and other high tech products for military and high-tech clients.

Titan Electronics Group operates two subsidiaries -- Titan PCB East, Inc. and Titan PCB West -- that specialize in the manufacturing of advanced circuit boards and other high-tech products for military and high-tech clients, such as Textron, generating record revenues in 2006. Titan's PCB East holds the highly coveted 31032 manufacturing certification from the U.S. Department of Defense.

Titan Electronics Group grew to $20 million in revenue in fiscal 2006 and $17 million in revenue in its three quarters of fiscal 2007. Titan had announced record guidance for its Electronics and Homeland Security Division in fiscal 2008. Titan anticipates this division will generate revenues of $30 Million and Net Operating Income of $1 million for the fiscal year ended August 31, 2008. Once Titan completes its legal steps with Nexus, it will upgrade the fiscal 2008 revenue and earnings guidance for Titan Electronics Group.

“We believe we can repeat the achievements of Titan’s Electronics and Homeland team with the operation and team at Nexus,” stated Curtis Okumura, President of Titan’s Electronics and Homeland Security Division. “Adding new products to our growing rep-centric organization should have a profoundly positive impact on Nexus’ revenue and preserve jobs for its talented and committed family of employees. We achieved similar results with our existing operations. Furthermore, we will efficiently integrate these facilities exploring many opportunities to exploit our economies of scale.”

About Titan Global Holdings

Titan Global Holdings is a diversified holding company with a dynamic portfolio of subsidiaries spanning international telecommunications, electronics and homeland security, consumer products and energy resources. Through our nine wholly-owned subsidiaries, we take advantage of valuable synergies between our subsidiaries to maximize revenue growth, internal development and strategic acquisitions. In fiscal 2006 Titan generated in excess of $109 million in revenues on a consolidated basis and projects fiscal 2008 revenues up to $747 million. Titan’s operating divisions include the following:

Titan’s Telecommunications Division addresses a range of high-growth markets in the telecommunications, wireless and mobile segments. Companies include Oblio Telecom, Inc., the second largest publicly-owned company focused on the international prepaid telecommunications segment, StartTalk, Inc., Pinless, Inc., Titan Wireless Communications, Inc. and Ready Mobile.

The Titan Global Energy Division aggregates traditional and next-generation energy and fuel assets that can provide significant opportunities for growth in one of the world’s largest and most critical markets.

Titan Global Brands integrates, protects and expands brand management capabilities to leverage and optimize growth across Titan’s worldwide distribution channels. We own or manage more than 100 brands that are distributed through efficient, overlapping and expansive distribution channels.

Titan Card Services capitalizes on the burgeoning multibillion dollar international prepaid money transfer sector. The Card Services division provides a seamless brand extension for Titan's growing family of prepaid products, currently sold through a nationwide network of more than 71,000 retailers.

Titan’s Electronics and Homeland Security Division includes Titan PCB East, Inc. and Titan PCB West, Inc. These companies specialize in the manufacture of advanced circuit boards and other electronic products for classified military and defense department customers, and other high-tech clients.

For more information, please visit: www.titanglobalholdings.com or http://www.b2i.us/irpass.asp?BzID=1314&to=ea&s=0.

For more investor-specific resources, visit:

· INVESTOR CENTER

· HEADLINES

· INVESTOR FACT SHEET

Forward-Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Act of 1995 -- With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of TTGL could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rate and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.

Contact:

Trilogy Capital Partners

Financial Communications:

Ryon Harms, 800-592-6067 (toll-free)

ryon@trilogy-capital.com