0001193125-03-008452 Sample Contracts

Contract
Warrant Agreement • June 5th, 2003 • Axtive Corp • Services-prepackaged software • Texas

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

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AXTIVE CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • June 5th, 2003 • Axtive Corp • Services-prepackaged software • Texas

The undersigned purchaser (“Purchaser”) hereby irrevocably subscribes for fifty (50) shares of the Series A Convertible Preferred Stock, par value $0.01 per share (the “Subscribed Shares”), of Axtive Corporation, a Delaware corporation (the “Company”), for a purchase price per share of $1,000, or an aggregate purchase price of $50,000 (the “Purchase Price”).

SUBSCRIPTION AND SECURITIES PURCHASE AGREEMENT dated as of May 22, 2003 by and between AXTIVE CORPORATION as the Issuer, and The Several Purchasers Named in Schedule I and Set Forth on the Signature Pages Hereto CLOSING DATE: MAY 23, 2003
Subscription and Securities Purchase Agreement • June 5th, 2003 • Axtive Corp • Services-prepackaged software • Texas

AGREEMENT, dated as of May 22, 2003, between Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the “Company”), and the several purchasers (each, individually, a “Purchaser” and, collectively, the “Purchasers”) named on Schedule I attached hereto and incorporated herein for all purposes; and among the Company, each of the Purchasers, and the escrow agent named in Section 2.3 below, solely with respect to the matters covered by Section 2.3.

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