0001144204-10-014551 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2010 • M Wise Inc • Radiotelephone communications • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of February 25, 2010, by and between M-Wise, Inc., a corporation organized under the laws of Delaware, USA with its principal executive office at 3 Sapir Street, Herzeliya Pituach, Israel 46852 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • March 19th, 2010 • M Wise Inc • Radiotelephone communications • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of February 25, 2010 by and between M-Wise, Inc., a Delaware corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").

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