0001144204-06-032096 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2006 • Sub-Urban Brands, Inc. • Services-personal services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2006, by and among Sub-Urban Brands, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT To Purchase 200,000 Shares of Common Stock of SUB-URBAN BRANDS, INC.
Common Stock Purchase Warrant • August 10th, 2006 • Sub-Urban Brands, Inc. • Services-personal 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 the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sub-Urban Brands, Inc. a Nevada corporation (the “Company”), up to 200,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 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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