0001144204-10-041154 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Marketing Worldwide Corporation
Registration Rights Agreement • August 4th, 2010 • Marketing Worldwide Corp • Wholesale-motor vehicle supplies & new parts • New York

This Registration Rights Agreement ("Agreement"), dated July 26, 2010, is made by and between Marketing Worldwide Corporation a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the "Investor").

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EQUITY CREDIT AGREEMENT BY AND BETWEEN MARKETING WORLDWIDE CORPORATION AND SOUTHRIDGE PARTNERS II, LP Dated July 26, 2010
Equity Credit Agreement • August 4th, 2010 • Marketing Worldwide Corp • Wholesale-motor vehicle supplies & new parts • New York

THIS EQUITY CREDIT AGREEMENT entered into as of the 26th day of July, 2010 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership ("INVESTOR"), and MARKETING WORLDWIDE CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "COMPANY").

Contract
Employment Agreement • August 4th, 2010 • Marketing Worldwide Corp • Wholesale-motor vehicle supplies & new parts • Michigan
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