0001193125-05-045484 Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • March 9th, 2005 • Jupitermedia Corp • Services-business services, nec • New York

GUARANTEE AGREEMENT, dated as of March 7, 2005 (as amended, supplemented or otherwise modified from time to time, this “Guarantee”), made by each of the undersigned Subsidiaries (collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Guaranteed Parties.

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PLEDGE AGREEMENT
Pledge Agreement • March 9th, 2005 • Jupitermedia Corp • Services-business services, nec • New York

PLEDGE AGREEMENT, dated as of March 7, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among JUPITERMEDIA CORPORATION (the “Borrower”), the SUBSIDIARIES party hereto (collectively, together with the Borrower, the “Pledgors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.

SECURITY AGREEMENT
Security Agreement • March 9th, 2005 • Jupitermedia Corp • Services-business services, nec • New York

SECURITY AGREEMENT, dated as of March 7, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among JUPITERMEDIA CORPORATION, a Delaware corporation (the “Borrower”), the SUBSIDIARIES party hereto (collectively, together with the Borrower, the “Grantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.

CREDIT AGREEMENT dated as of March 7, 2005 among JUPITERMEDIA CORPORATION The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Credit Agreement • March 9th, 2005 • Jupitermedia Corp • Services-business services, nec • New York

CREDIT AGREEMENT dated as of March 7, 2005, among JUPITERMEDIA CORPORATION, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2005 • Jupitermedia Corp • Services-business services, nec • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2005, by and among Jupitermedia Corporation, a Delaware corporation (the “Issuer”), Moffly-Creatas Investors, LLC, a Massachusetts limited liability company, MCG Capital Corporation, a Delaware corporation, Creatas Management Investors LLC, a Massachusetts limited liability company, and Stoneybrook Creatas Investors (collectively, the “Holders”) and David Moffly (the “Seller Representative”).

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