0001193125-03-011468 Sample Contracts

Contract
Axtive Corp • June 20th, 2003 • Services-prepackaged software • Texas

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

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STOCKHOLDERS AND VOTING AGREEMENT
Stockholders and Voting Agreement • June 20th, 2003 • Axtive Corp • Services-prepackaged software • Texas

THIS STOCKHOLDERS AND VOTING AGREEMENT (this “Agreement”), dated as of May 23, 2003, is among Sandera Partners, L.P., a Texas limited partnership (“Sandera”), Global Capital Funding Group, L.P., a Delaware limited partnership (“Global”), GCA Strategic Investment Fund Limited, a Bermuda corporation (“GCA”), and Demand Aggregation Solutions, LLC, a Texas limited liability company (“DAS,” together with Sandera, Global and GCA, collectively referred to as the “Stockholders,” and each, individually, referred to as a “Stockholder”).

MANAGEMENT SERVICES AGREEMENT
Management Services • June 20th, 2003 • Axtive Corp • Services-prepackaged software • Texas

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is dated and deemed to be effective as of February 14, 2003 (the “Effective Date”), and is made and entered by and between Axtive Corporation, a Delaware corporation (“Axtive”), and Demand Aggregation Solutions, LLC, a Texas limited liability company (“DAS”).

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