SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

Exhibit 10.2

1.   AUTHORIZATION AND SALE OF PREFERRED STOCK AND WARRANTS

1.1   Authorization . The Company has authorized the sale and issuance of up to 4,000,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock ”) pursuant to this Agreement, having the rights, restrictions, privileges and preferences set forth in the Certificate of Designations in the form attached to this Agreement as Exhibit A (the “ Certificate of Designations ”), as well as the issuance of shares of Common Stock (as defined below) to be issued on conversion of the Series A Preferred Stock (the “ Conversion Shares ”), the issuance of the Warrants (as defined below) and the issuance of shares of Common Stock to be issued on exercise of the Warrants (the “ Warrant Shares ”).

1.2   Sale of Series A Preferred Stock .  Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers at the Closing, and each Purchaser, severally and not jointly, agrees to purchase from the Company, that number of shares of Series A Preferred Stock specified opposite each Purchaser’s name on the Schedule of Purchasers, at a purchase price of $1.20 per share.

1.3   Sale of Common Stock Warrants .  Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers at the Closing a warrant in substantially the form of Exhibit B (individually, the “ Warrant ” and collectively the “ Warrants ”) exercisable for the number of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) equal to 50% of the number of shares that such Purchaser would receive upon conversion of the Series A Preferred Stock purchased by such Purchaser as of the Closing Date, (the Warrant Shares, as adjusted from time to time pursuant to the terms of the Warrant, together with the shares of Series A Preferred Stock to be issued pursuant to Section 1.2, the Warrant to be issued pursuant to Section 1.3, and the Conversion Shares, are collectively referred to as the “ Shares ”).  The exercise price of the Warrant Shares shall initially be equal to $1.56 and shall be adjusted from time to time pursuant to the terms of the Warrant.

1.4   Purchase Price .  The purchase price (the “ Purchase Price ”) of the Series A Preferred Stock and Warrants will be $1.20 per share of Series A Preferred Stock.  The aggregate purchase price for each Purchaser shall be the amount set forth below such Purchaser’s name on such Purchaser’s Signature Page hereto.

1.5   Use of Proceeds .  The Company will use the proceeds of the sale of Shares to increase its merchant processing line of credit, fund the capital expenditure requirements necessary to expand marketing, and for working capital purposes, including the payment of fees and expenses incurred in connection with the Offering.

2.   CLOSING; DELIVERY

2.1   Closing .  The closing of the purchase and sale of the Series A Preferred Stock hereunder (the “ Initial Closing ”) shall be held at 10:00 a.m. on May 18, 2009 or on such later date or dates as the Company and Purchasers may agree to (the date of the Closing being referred to as the “ Closing Date ”).  The place of the Initial Closing (including the place of delivery to the Purchasers by the Company of the Warrants and the certificates evidencing the shares of Series A Preferred Stock being purchased including the Certificate of Designation and the place of payment to the Company by the Purchasers of the Purchase Price therefor, shall be at the offices of Bullivant Houser Bailey PC, 601 California Street, Suite 1800, San Francisco, CA 94105, or such other place as the Purchasers and the Company may mutually agree.  If there is more than one closing, the term “ Closing ” shall apply to each such closing unless otherwise specified.  A final Closing will occur when the Company receives an aggregate Purchase Price equal to $4,800,000 (the “ Maximum Offering ”) or no later than June 30, 2009, whichever occurs first; unless the Company elects to extend such period.

2.2   Agent’s Fee .  The Purchaser acknowledges that the Company has engaged StreetCapital Inc. (the “ Agent ”) as its exclusive agent in connection with the offering of Shares (the “ Offering ”) and, as consideration for its services, has agreed to pay the Agent a commission consisting of (a) 8% of the total purchase price of Shares sold to investors directly introduced by StreetCapital to the Company in cash when such price is paid to the Company and (b) a warrant to purchase an amount of shares of Common Stock equal to 8% of the total number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrant sold to investors directly introduced by StreetCapital to the Company at closing. Notwithstanding the foregoing, if any Warrants are exercised by a holder directly introduced by StreetCapital to the Company, the cash component of StreetCapital’s commission shall be reduced to 4% of the cash proceeds from the exercise of such Warrants, payable on receipt of such funds.

2.3   Mechanics of Subscription .  The Purchaser may subscribe for the Series A Preferred Stock and the Warrants (subject to the Company’s acceptance of such subscription) only by (i) fully completing and signing the Subscription Agreement (the “ Subscription Agreement ”), (ii) executing the signature page to this Agreement (the “ Signature Page ”), and (iii) delivering the Subscription Agreement and Signature Page along with payment of such Purchaser’s aggregate Purchase Price payable by check or wire transfer to the order of “Adex Media, Inc.”

2.4   Company Acceptance .  Only the issuance of the Series A Preferred Stock and Warrant to each Purchaser by the Company shall constitute the Company’s acceptance of such Purchaser’s purchase. The Company reserves the right, in its sole discretion, to reject any purchase.  Following the Company’s acceptance of any purchase by a Purchaser, the Company will deliver to such Purchaser a Series A Preferred Stock in the amount set forth opposite such Purchaser’s name on Schedule of Purchasers and a Warrant to purchase the Warrant Shares.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

3.1   Organization and Standing .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted.

3.2   Corporate Power .  The Company has and will have at each Closing Date all requisite legal and corporate power to execute and deliver this Agreement and the Warrants, and to sell and issue the Shares, and to carry out and perform its obligations under the terms of this Agreement. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights and by general principles of equity.

3.3   Authorization

3.4   Compliance with Other Instruments .  The Company is not in violation (i) of any term of its Certificate of Incorporation or Bylaws, as amended, (ii) in any material respect of any order, statute, rule or regulation applicable to the Company or (iii) in any material respect of any term or provision of any material mortgage, indenture, contract, agreement, instrument, judgment or decree.  To the Company’s knowledge, the Company has not received any notice of any violation of any such statute, law, regulation or order, which has not been remedied prior to the date hereof.

3.5   Governmental Consents, etc .  No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, and the Warrant, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated hereby, except (a) filing of the Certificate of Designations in the office of the Secretary of State of the State of Delaware, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Shares under applicable state securities laws, which filing and qualification, if required, will be accomplished in a timely manner prior to or promptly upon completion of the Closing.

3.6   Brokers or Finders .  Except for the payments to be made to the Agent, the Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

3.7   Offering Valid .  Assuming the accuracy of the representations and warranties contained in Section 4, the offer, sale and issuance of the Shares will be exempt from the requirement of the Securities Act and will have been registered or qualified (or exempt from such registration or qualification) under all applicable state securities laws.

3.8   No Variable Priced Financing .  Until such time, if any, as the Shares may be sold pursuant to Rule 144 under the Securities Act, the Company shall not, without the prior written consent of the holders of at least two-thirds of the shares of Series A Preferred Stock then outstanding, contract for or consummate any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company, or securities convertible or exchangeable into or for such securities, which (i) are convertible into or exchangeable for an indeterminate number of shares of Common Stock; (ii) are convertible into or exchangeable for Common Stock at a price which varies with the market price of the Common Stock; (iii) directly or indirectly provide for any “re-set” or adjustment of the purchase price, conversion rate or exercise price after the issuance of the security; or (iv) contain any “make-whole” provision based upon, directly or indirectly, the market price of the common stock after the issuance of the security, in each case, other than reasonable and customary antidilution adjustments.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

4.1   Authorization .  Purchaser has full power and authority to enter into this Agreement and this Agreement will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their respective terms.

4.2   Reliance . The Company is entering into this Agreement in reliance upon the Purchaser’s representations and covenants made in this Section 4 (together with those representations and warranties made in the Subscription Agreement), which by Purchaser’s execution of this Agreement, Purchaser hereby confirms.

4.3   Purchase Entirely for Own Account .  Purchaser is purchasing the Shares for investment for Purchaser’s account only, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the Shares. Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation in any of the Shares to such person or to any third person.

4.4   No Public Market .  Purchaser understands and acknowledges that no public market now exists for any of the Series A Preferred Stock and the Warrants and that the Company has made no assurances that a public market will ever exist for the Series A Preferred Stock or the Warrants.

4.5   Governmental Review .  Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

4.6   Disclosure of Information .  Purchaser has reviewed the documents publicly filed by the Company with the Securities and Exchange Commission and has read and understands the risk factors disclosed therein.  Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchaser’s Shares.  Purchaser has had an opportunity to ask questions and has received