0001144204-08-026579 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE
Customer Acquisition Network Holdings, Inc. • May 7th, 2008 • Services-advertising

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 7th, 2008 • Customer Acquisition Network Holdings, Inc. • Services-advertising • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of _______ shares of its common stock, par value $0.001 per share (the “Shares”) and (ii) a warrant to purchase _______ shares of common stock at $2.50 per share, (the “Warrant”) for a purchase price of $2.00 per Unit (the “Purchase Price”). The Shares and the Warrant are collectively referred to herein as “Units”. For purposes of this Agreement, the term “Securities” shall refer to the Shares, the Warrants, and the shares of common stock underlying the Warrants (the “Warrant Shares”).

AMENDMENT AGREEMENT
Amendment Agreement • May 7th, 2008 • Customer Acquisition Network Holdings, Inc. • Services-advertising

This Amendment Agreement (“Agreement”) dated as of May 5, 2008 is entered into by and among Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”) and Alpha Capital Anstalt (“Subscriber”).

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