0001144204-06-016856 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • April 26th, 2006 • Tube Media Corp. • Services-miscellaneous business services • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of April, 2006 by and among The Tube Media Corp, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 26th, 2006 • Tube Media Corp. • Services-miscellaneous business services • New York

THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated April 21, 2006, is made by David Levy (the "Pledgor") in favor of Nite Capital, L.P., a Delaware limited partnership, individually and in its capacity as agent for the Investors (as defined in the Purchase Agreement, as defined below) (the "Agent").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2006 • Tube Media Corp. • Services-miscellaneous business services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2006, by and among The Tube Media Corp., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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