0000943440-13-000022 Sample Contracts

AS SEEN ON TV, INC.
Common Stock Purchase Warrant • January 4th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, National Securities Corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 4th, 2013 • As Seen on TV, Inc. • Retail-miscellaneous retail • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of November, 2012, by and between As Seen on TV, Inc., a Florida corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).

FORM OF WARRANT
As Seen on TV, Inc. • January 4th, 2013 • Retail-miscellaneous retail

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to November 14, 2015 (the “Termination Date”), to subscribe for and purchase from As Seen on TV, Inc., a Florida corporation (the “Company”), up to [________]1 shares (the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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