0001167966-05-001598 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2005 • Smart Online Inc • Services-prepackaged software • North Carolina

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2005, by and among Smart Online, Inc., a Delaware corporation with its headquarters located at 2530 Meridian Parkway, Durham, North Carolina 27713 (the “Company”), and the undersigned (together with its affiliates and any assignees or transferees of all of its respective rights hereunder, the “Investors”).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2005 • Smart Online Inc • Services-prepackaged software • Delaware
FORM OF DRIBBLE OUT AGREEMENT
Dribble Out Agreement • November 14th, 2005 • Smart Online Inc • Services-prepackaged software • Delaware

WHEREAS, Subscriber has purchased shares of Common Stock (the “Purchased Shares”) from the Company and the Company desires Subscriber to agree to limit its sales of the Purchased Shares in return for granting Subscriber the right to have the Purchased Shares registered. The Purchased Shares are hereinafter individually and collectively referred to as the “Securities”).

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