0001144204-08-011732 Sample Contracts

Contract
Titan Energy Worldwide, Inc. • February 26th, 2008 • Services-business services, nec • New York

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2008 • Titan Energy Worldwide, Inc. • Services-business services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [___], 2007, by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”) and each purchaser (each a “Purchaser” and collectively, the “Purchasers”), of securities of the Company pursuant to a Subscription Agreement (as defined below).

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