0001144204-06-004913 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 9th, 2006 • Wherify Wireless Inc • Services-prepackaged software • Massachusetts

Registration Rights Agreement (the "Agreement"), dated as of February 9, 2006, by and between Wherify Wireless, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 2000 Bridge Parkway, Suite 201, Redwood Shares, CA 94065,(the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the "Holder").

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INVESTMENT AGREEMENT
Investment Agreement • February 9th, 2006 • Wherify Wireless Inc • Services-prepackaged software • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 9, 2006 by and between Wherify Wireless, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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