0001144204-06-010144 Sample Contracts

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 10, 2006 (the “Effective Date”) by and among WHERIFY WIRELESS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2006, by and among WHERIFY WIRELESS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

WHERIFY WIRELESS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • Delaware

The undersigned, Wherify Wireless, Inc., a Delaware corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows:

Consulting Agreement
Consulting Agreement • March 16th, 2006 • Wherify Wireless Inc • Services-prepackaged software • California

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of January 12, 2006 by and between Wherify Wireless, Inc., a Delaware corporation (the “Company”) and W. Douglas Hajjar, 134 Shore Drive, New Seabury, Massachusetts 02649 (“Hajjar”).

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