0001193125-04-021298 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2004 • Euniverse Inc • Retail-record & prerecorded tape stores • California

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of November 18, 2003 is entered into by and among eUniverse, Inc., a Delaware corporation, (the “Company”), and the persons purchasing Common Stock (the “Investors”) pursuant to that certain Common Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), with reference to the following facts:

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AGREEMENT
Stockholder Agreement • February 12th, 2004 • Euniverse Inc • Retail-record & prerecorded tape stores • California

THIS AGREEMENT (this “Agreement”) is made by and among eUniverse, Inc., a Delaware corporation (the “Company”), and the holders (the “Stockholders”) of the Company’s Series C Convertible Preferred Stock (the “Series C”) listed on the signature pages hereto.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • February 12th, 2004 • Euniverse Inc • Retail-record & prerecorded tape stores • California

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 18, 2003, by and among eUniverse, Inc., a Delaware corporation (the “Company”), and the prospective investor whose name appears on the signature page attached hereto (a “Purchaser” and collectively with other signatories of agreements substantially identical to this Agreement, the “Purchasers”).

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