0001144204-06-010142 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 10, 2006, by and among WHERIFY WIRELESS, INC., a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • Delaware

THIS AGREEMENT dated as of the 10th day of March 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and WHERIFY WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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January 24th, 2006 Mr. Mark E. Gitter
Employment Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software
Sample 1
SECURITY AGREEMENT
Security Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 10, 2006, by and between WHERIFY WIRELESS, INC., a Delaware corporation with its principal place of business located at 2000 Bridge Parkway, Suite 201, Redwood Shores, CA 94065 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

Sample 1
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