0001013762-10-000158 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase ________________ Shares of Common Stock of GEN2MEDIA CORPORATION
Common Stock Purchase Warrant • January 25th, 2010 • Gen 2 Media CORP • Cable & other pay television services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [________________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on January 31, 2012, (the “Termination Date”) but not thereafter, to subscribe for and purchase from GEN2MEDIA CORPORATION, a Nevada corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 25th, 2010 • Gen 2 Media CORP • Cable & other pay television services • Nevada

SECURITIES PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of January 19, 2010, by and among Gen2Media Corporation, a Nevada corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

STOCK LOCK UP AGREEMENT
Stock Lock Up Agreement • January 25th, 2010 • Gen 2 Media CORP • Cable & other pay television services
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