0001266068-08-000031 Sample Contracts

Contract
Warrant Agreement • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 22, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Motivnation, Inc., a Nevada corporation with its headquarters located at 18101 Von Karman Avenue, Suite 330, Irvine, CA 92612 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

SECURITY AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Motivnation, Inc., a Nevada corporation (“Parent”) and TrixMotive Inc., a Nevada corporation (the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Motivnation, Inc., a Nevada corporation (“Parent”) and TrixMotive Inc., a Nevada corporation (the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2008, by and among Motivnation, Inc., a Nevada corporation, with headquarters located at 18101 Von Karman Avenue, Suite 330, Irvine, CA 92612 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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SUBSIDIARY GUARANTY
Subsidiary Guaranty • May 6th, 2008 • MotivNation, Inc. • Motor vehicles & passenger car bodies • New York

THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of April 22, 2008, among Motivnation, Inc., a Nevada corporation (the “Company”) and TrixMotive Inc., a Nevada corporation (the “Subsidiary Guarantor”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).

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