0001213900-11-001642 Sample Contracts

­REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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Contract
Subordination Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Contract
Subordination Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.

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