0001144204-11-015524 Sample Contracts

FORM OF WARRANT TO PURCHASE COMMON STOCK OF NEXT ONE INTERACTIVE, INC.
Warrant Agreement • March 17th, 2011 • Next 1 Interactive, Inc. • Services-advertising

THIS IS TO CERTIFY that, as of the _____________________, 2011, for value received and subject to the provisions hereinafter set forth, ____________________, is entitled to purchase from NEXT ONE INTERACTIVE, INC., a Nevada corporation (the “Company”), at a price of $0.25 per share, subject to adjustment as herein provided (as may be adjusted, the “Warrant Price”), ___________________ shares of Common Stock of the Company (“Common Stock”), less the number of shares purchased by the holder upon the exercise of this Warrant from time to time as noted on Schedule A hereto (the number of shares available for purchase hereunder at any time, subject to adjustment as hereinafter provided, is referred to as the “Warrant Number”).

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FORM OF SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT
Subscription and Investment Representation Agreement • March 17th, 2011 • Next 1 Interactive, Inc. • Services-advertising • New York

The Company is offering up to $1,000,000 of Units for sale with each Unit comprised of (i) one (1) share of common stock, at $.20 per share (the “Common Stock”) and (i) two (2) warrants, with each warrant allowing the purchase of one (1) additional share of Common Stock, (collectively the “Unit” or “Units”)

FORM OF PROMISSORY NOTE
Promissory Note • March 17th, 2011 • Next 1 Interactive, Inc. • Services-advertising

The undersigned company - Next One Interactive, Inc. (the “Borrower”), for value received, hereby promises to pay to ___________________ (the “Lender”) the principal sum of $___________ on or before _________________, 2011.

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