0000950134-06-006731 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2006 • Sun New Media Inc. • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December, 2005 by and among Sun New Media, Inc., a corporation organized and existing under the laws of the State of Minnesota (“Sun New Media” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Note Purchase Agreement.

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NOTE PURCHASE AGREEMENT BETWEEN SUN NEW MEDIA, INC. AND BARRON PARTNERS LP DATED MARCH 6, 2006
Note Purchase Agreement • April 5th, 2006 • Sun New Media Inc. • Services-business services, nec • New York

This NOTE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of March, 2006 between Sun New Media, Inc., a corporation organized and existing under the laws of the State of Minnesota (“SNMD” or the “Company”) and BARRON PARTNERS LP, a Delaware limited partnership (“Investor”).

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