0001193125-04-062190 Sample Contracts

Contract
Axtive Corp • April 14th, 2004 • 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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REGISTRATION RIGHTS AGREEMENT February 26, 2004
Registration Rights Agreement • April 14th, 2004 • Axtive Corp • Services-prepackaged software • Texas

This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 39,375,641 shares of Common Stock, $0.01 par value per share, of Axtive Corporation, a Delaware corporation (the “Company”), pursuant to the Subscription and Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) among the Company and each of you, and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with you as follows:

FACTORING AND SECURITY AGREEMENT
Factoring and Security Agreement • April 14th, 2004 • Axtive Corp • Services-prepackaged software • Texas

THIS FACTORING AND SECURITY AGREEMENT is made as of August 7, 2003, by and between ThinkSpark L. P., a Delaware Limited Partnership (“Seller”) and LANDRY MARKS PARTNERS LP, a Texas limited partnership (“Purchaser”).

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