0001193125-04-147125 Sample Contracts

EARTHWORKS ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF STOCK
Baker Christopher P • August 26th, 2004 • Hotels & motels • Massachusetts

THIS CERTIFIES THAT, for value received, Anasazi Partners III, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), is entitled to subscribe for and purchase from Earthworks, Entertainment, Inc., a Delaware corporation (the “Company”), at any time prior to or upon May 12, 2007 (the “Expiration Date”), the Shares of the Company (as defined below) at the applicable exercise price set forth below (as adjusted from time to time pursuant to Section 4 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth.

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SUBSCRIPTION AGREEMENT eCONTENT, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • August 26th, 2004 • Baker Christopher P • Hotels & motels • Florida

The undersigned desires to become a stockholder of eContent, Inc., a Delaware corporation (the “Company”), and hereby irrevocably subscribes for shares (“Shares”) of the Company’s Common Stock (“Common Stock”) at a purchase price of $1.00 per share. In connection with this offer to purchase a Common Stock, the undersigned subscriber represents and acknowledges as follows:

EARTHWORKS ENTERTAINMENT, INC. WARRANT TO PURCHASE SHARES OF STOCK
Baker Christopher P • August 26th, 2004 • Hotels & motels • Massachusetts

THIS CERTIFIES THAT, for value received, C.P. Baker & Co., Ltd., or its registered assigns (the “Holder”), is entitled to subscribe for and purchase from Earthworks Entertainment, Inc., a Delaware corporation (the “Company”), at any time prior to or upon June 14, 2007 (the “Expiration Date”), the Shares of the Company (as defined below) at the applicable exercise price set forth below, subject to the provisions and upon the terms and conditions hereinafter set forth.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 26th, 2004 • Baker Christopher P • Hotels & motels • Massachusetts

THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of May 12, 2004, by and among Earthworks Entertainment, Inc., a Delaware corporation (the “Company”), and certain lenders party hereto (each a “Lender” and, collectively, the “Lenders”).

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