0001019056-09-001158 Sample Contracts

‘mktg, inc.’ SECURITIES PURCHASE AGREEMENT November 25, 2009 12.5% Senior Secured Notes Series D Convertible Participating Preferred Stock Warrants to Purchase Common Stock
Securities Purchase Agreement • November 30th, 2009 • 'Mktg, Inc.' • Services-advertising • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 25, 2009, by and among ‘mktg, inc.’, a Delaware corporation, with headquarters located at 75 Ninth Avenue, New York, NY 10011 (the “Company”), and the “UCC Investor” and the “Management Investors” listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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MANAGEMENT CONSULTING AGREEMENT
Management Consulting Agreement • November 30th, 2009 • 'Mktg, Inc.' • Services-advertising • New York

This Agreement is made as of [December] ___, 2009 among ‘mktg, inc.’, a Delaware corporation (the “Company”) and UNION CAPITAL CORPORATION, a Nevada corporation (“UCC”). Certain capitalized terms used herein are defined in Section 6.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2009 • 'Mktg, Inc.' • Services-advertising • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [_________], 2009 by and among ‘mktg, inc.’, a Delaware corporation, with headquarters located at 75 Ninth Avenue, New York, New York 10011 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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