0000912282-03-000410 Sample Contracts

Contract
Aptimus Inc • August 14th, 2003 • Services-business services, nec • Washington

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • August 14th, 2003 • Aptimus Inc • Services-business services, nec • Washington

This Convertible Note Purchase Agreement, dated as of July 1, 2003 (this “Agreement”) is entered into by and among Aptimus, Inc., a Washington corporation (the “Company”) and the individuals identified on the signature pages hereto (each such individual, a “Purchaser,” and collectively, the “Purchasers”) with respect to the following:

SECURITY AGREEMENT
Security Agreement • August 14th, 2003 • Aptimus Inc • Services-business services, nec • Washington

This Security Agreement (this “Agreement”) is made as of July 1, 2003, between Aptimus, Inc., a Washington corporation (“Debtor”), and the individuals identified on the signature pages hereto (each such individual, a “Secured Party,” and collectively, the “Secured Parties”).

APTIMUS, INC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2003 • Aptimus Inc • Services-business services, nec • Washington
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