0001144204-11-066901 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 23, 2011, is by and among IceWEB, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2011, is by and among IceWEB, Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

Form of Subsidiary Guarantee
Guaranty • November 23rd, 2011 • Iceweb Inc • Computer storage devices • New York

This Guaranty (the “Guaranty”) is made this 23rd day of November 2011, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of [_______________] (together with its successors, assigns, endorsees and transferees, “Buyer”).

Letter Agreement with Rodman & Renshaw, LLC, as amended [ATTACH]
Letter Agreement • November 23rd, 2011 • Iceweb Inc • Computer storage devices
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