0001415889-11-000223 Sample Contracts

COMMERCETEL CORPORATION FORM OF COMMON STOCK WARRANT
Security Agreement • April 14th, 2011 • Commercetel Corp • Services-prepackaged software • California

This Warrant is being issued as part of units (the “Units”) issued by the Company in a private placement pursuant to the Company’s Subscription Agreement (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.

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ASSET PURCHASE AGREEMENT by and among COMMERCETEL CORPORATION, COMMERCETEL, INC., ADSPARQ LIMITED and THE CONTROLLING SHAREHOLDER IDENTIFIED HEREIN
Asset Purchase Agreement • April 14th, 2011 • Commercetel Corp • Services-prepackaged software • California

ASSET PURCHASE AGREEMENT, dated as of March 3, 2011 (this “Agreement”), by and among CommerceTel Corporation, a Nevada corporation (“Parent”), CommerceTel, Inc., a Nevada corporation (“Buyer”), Adsparq Limited, a New Zealand corporation ("Seller"), and the individual listed on the signature pages hereto (the “Controlling Shareholder”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 14th, 2011 • Commercetel Corp • Services-prepackaged software • California

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between CommerceTel Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

ACQUISITION AGREEMENT by and among COMMERCETEL CORPORATION, COMMERCETEL, INC., MOBILE VISIONS, INC., MOBIVITY, LLC and THE CONTROLLING OWNERS IDENTIFIED HEREIN
Acquisition Agreement • April 14th, 2011 • Commercetel Corp • Services-prepackaged software • New York

ACQUISITION AGREEMENT (this “Agreement”), dated April 8, 2011, but effective as of April 1, 2011 (the “Effective Date”), by and among CommerceTel Corporation, a Nevada corporation (“Parent”), CommerceTel, Inc., a Nevada corporation (“Buyer”), Mobile Visions, Inc., a Delaware corporation ("MV"), Mobivity, LLC, a Delaware limited liability company (“Mobivity”) and each of Gary Laden, Gregory Harris and Mark Harris (the “Controlling Owners”, and together with MV and Mobivity, the “Mobivity Sellers”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 14th, 2011 • Commercetel Corp • Services-prepackaged software • New York

This Agreement dated as of __________, 2010, by and among Commercetel Corporation, a Nevada corporation (the “Company”), CommerceTel, Inc., a Nevada corporation (“CTI”), and CommerceTel Canada Corporation (the “Principal Shareholder”) and the other parties listed on the signature page hereto (together with the Principal Shareholder, the “Shareholders”).

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