0001104659-03-006037 Sample Contracts

Void After 5:00 P.M., Pacific Time, on March 31, 2010 WARRANT TO PURCHASE COMMON STOCK CENTIV, INC.
Warrant Agreement • April 4th, 2003 • Centiv Inc • Wholesale-computers & peripheral equipment & software • California

This is to Certify That, FOR VALUE RECEIVED, (“Holder”) is entitled to purchase, subject to the provisions of this Warrant, from CENTIV, INC. (the “Company”), at any time until 5:00 P.M., Pacific Time, on March 31, 2010 (“Expiration Date”), shares (“Shares”) of the Company’s Common Stock, $.001 par value per share (“Common Stock”), which number is subject to adjustment from time to time as provided in this Warrant. The exercise price of the Warrant shall be $0.50 per Share, subject to adjustment as provided in Section 8 hereof (“Exercise Price”).

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 4th, 2003 • Centiv Inc • Wholesale-computers & peripheral equipment & software • California

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is entered into as of March 31, 2003, by and among Centiv, Inc., a Delaware corporation (the “Company”), and the investors identified on Exhibit 1 (together with any permitted transferees or assigns or any additional investors who become party to this Agreement pursuant to Section 11.2 hereof, the “Investors”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 4th, 2003 • Centiv Inc • Wholesale-computers & peripheral equipment & software • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into as of March 31, 2003, by and among Centiv, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A to this Agreement (the “Purchasers”).

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