Exhibit 10.2


 


PREFERRED STOCK
REGISTRATION RIGHTS AGREEMENT


 


 


SERIES H CONVERTIBLE PREFERRED
STOCK REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _________, 2013, by and between NatureWell Incorporated,
a Delaware corporation (the “Company”), and the Investors listed on Attachment A hereto (collectively, the “Holder”).


 


WHEREAS,
upon the terms and subject to the conditions of the Series H Preferred Stock Purchase Agreement between the Holder and the Company
(the “Purchase Agreement”), the Company has agreed to issue and sell to the Holder $_____________, or _________ shares
of Preferred Stock, of the Company (the “Preferred Stock”), which will be convertible into shares of Common Stock,
$0.0001 par value per share (the “Common Stock”), of the Company.


 


WHEREAS,
to induce the Holder to execute and deliver the Purchase Agreement and other documents in connection with the purchase and sale
of the Preferred Stock, (collectively, the "Transaction Documents"), the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable
upon exercise or conversion, as the case may be, of the Preferred Stock or Warrants (“Warrant”) issued pursuant to
the Transaction Documents.


 


WHEREAS,
on March 13, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger”) with Brazil Interactive
Media, Inc. (“BIMI”) whereby the Company acquired all of the issued and outstanding shares of Common Stock of BIMI,
pursuant to the terms and conditions of that agreement. As a result of the Merger, the Company is, as of the date of this Agreement,
taking steps to change its name to “Brazil Interactive Media, Inc.”.


 


NOW,
THEREFORE, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as
follows:


 


		1.	DEFINITIONS.














 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.“Closing Date” shall mean
the date March 19, 2013.


 


b."Preferred Stock" shall mean
the convertible Series H Preferred Stock issued by the Company to the Holder.


 


c“Holder” shall mean the Persons
listed on Attachment A.


 


d."Effective Date" shall mean
the date the United States Securities and Exchange Commission ("SEC") has declared the Registration Statement effective
and the Company has


 




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filed all necessary amendments, including the
letter to request accelerated effectiveness and the Prospectus covering the resale of Shares.


 


e."Filing Date" shall mean the
date the Registration Statement has been filed with the SEC (as determined by EDGAR) and no stop order of acceptance has been issued
by the SEC.


 


f.“Person” means a corporation,
a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.


 


g."Potential Material Event"
means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of
such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any event
or activity concerning the Company which would, based on a good faith determination by the Company's Board of Directors, adversely
affect the Company or its shareholders if it were included in a Registration Statement or other filing.


 


h.“Principal Market” means
either The American Stock Exchange, Inc., The New York Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap Market,
the OTC electronic bulletin board, or whichever is the principal market on which the Common Stock is listed.


 


i.“Register,” “Registered,”
and “Registration” refer to a registration effected by preparing and filing with
the SEC one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and effectiveness of such
Registration Statement(s).


 


j.“Registrable Securities”
means the shares of Common Stock issued or issuable (i) pursuant to the Purchase Agreement, Preferred Stock or Warrants, and (ii)
any shares of capital stock issued or issuable with respect to such shares of Common Stock, Preferred Stock and Warrants, if any,
as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x)
included in a Registration Statement that has been declared effective by the SEC, (y) sold under circumstances meeting all of the
applicable conditions of Rule 144, promulgated under the Securities Act of 1933 (or any similar provision then in force) under
the 1933 Act or (z) saleable without limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar provision
then in force) under the 1933 Act.


k.“Registration Statement”
means a registration statement of the Company filed under the 1933 Act.


 


l."$" and/or "Dollar"
shall mean legal currency of the United States of America.


 


All capitalized terms used
in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them in the Subscription Agreement or
Debenture Agreement.


 




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For the purposes of determining
dates for penalties or filing deadlines, as outlined in this Agreement, both parties agree that the date given by the SEC shall
constitute the official date.


 


		2.	REGISTRATION.



 


a.Mandatory Registration. Within thirty
forty-five (45) days of the Closing Date ("Filing Deadline"), the Company shall prepare and file with the SEC a Registration
Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on
such other form as is available for such a registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 415 promulgated under the 1933 Act, such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale two million (2,000,000) shares of shares of Common Stock. In the
event the Company cannot register sufficient shares of Common Stock, due to the remaining number of authorized shares of Common
Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining
balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably
practicable.


 


b.If the Registration Statement covering
the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Deadline,
then the Company shall pay the Holder the sum of two percent (2%) per month of the Holder’s aggregate investment in the Preferred
Stock as liquidated damages, and not as a penalty. In addition, if the Company fails to file the Registration Statement by the
Filing Deadline, and for each fifteen (15) day calendar period the Company fails to file the Registration Statement, the Conversion
Price of the Preferred Stock will decrease by ten percent (10%) of the original Conversion Price, as defined in the Certificate
of Designations, Preferences and Rights of the Series H Preferred Stock (“Certificate of Designation”).


 


Notwithstanding the foregoing,
the amounts payable by the Company pursuant to this Section shall not be payable to the extent any delay in the filing of the Registration
Statement occurs because of an act of, or a failure to act or to act timely by the Holder or is otherwise attributable to the Holder.


 


The liquidated damages
set forth in this Section shall continue until the obligation is fulfilled and shall be paid within three (3) business days after
each thirty (30) day period, or portion thereof, until the Registration Statement is filed. Failure of the Company to make payment
within said three (3) business days shall be considered a breach of this Agreement, and the Holder may elect to pursue remedies
as outlined in this Section. 


 


The Company acknowledges that its failure to
have the Registration Statement filed within said forty-five (45) calendar day period will cause the Holder to suffer irreparable
harm, and, that damages will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this
Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth
in this section represents the parties’ good


 




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faith effort to quantify such damages and,
as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment
of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock
pursuant to the terms of this Agreement and the Transaction Documents.


 


c.The Company shall use its best efforts
and take all available steps to have the Registration Statement declared effective by the SEC within one hundred and thirty-five
(135) calendar days after the Closing Date. If the Registration Statement covering the Registrable Securities required to be filed
by the Company pursuant to Section 2(a) hereof has not become
effective within one hundred and thirty-five (135) calendar days following the Closing Date, then the Company shall pay the Holder
the sum of two percent (2%) per month of the Holder’s aggregate investment in the Preferred Stock as liquidated damages,
and not as a penalty, for each thirty (30) calendar day period, pro rata, compounded daily, following the one hundred and thirty-five
(135) calendar day period until the Registration Statement becomes effective. In addition, if the Company fails to become Effective
by the one hundred and thirty-fifth (135th) day following the Closing Date, and for each fifteen (15) day calendar period the Company
fails to become Effective, the Conversion Price of the Preferred Stock will decrease by ten percent (10%) of the original Conversion
Price, as defined in the Certificate of Designation. For example, in the event that upon the one hundred and thirty-sixth (136th)
day following Closing, the Registration Statement has not been declared Effective by the SEC, the Conversion Price shall decrease
by ten percent (10%). The Holder shall have the right to lower the Conversion Price as described herein, at the time of each conversion.


 


If the Registration Statement
covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof has
become effective, and, thereafter, the Holder’s right to sell is suspended, for any reason, then the Company shall
pay the Holder the sum of two percent (2%) of the aggregate investment in the holder’s Preferred Stock plus interest and
penalties due to the Holder for the Registrable Securities pursuant to the Subscription Agreement for each ten (10) calendar day
period, pro rata, compounded daily, following the suspension, until such suspension ceases.


 


Notwithstanding the foregoing,
the amounts payable by the Company pursuant to this Section shall not be payable to the extent any delay in the effectiveness of
the Registration Statement or any suspension of the effectiveness occurs because of an act of, or a failure to act or to act timely
by the Holder or is otherwise attributable to the Holder.


 


The damages set forth in
this Section shall continue until the obligation is fulfilled and shall be paid within three (3) business days after each ten (10)
day period, or portion thereof, until the Registration Statement is declared effective or such suspension is released. Failure
of the Company to make payment within said three (3) business days shall be considered a default. 


 


The Company acknowledges that its failure to
have the Registration Statement become effective within said
one hundred and thirty-five (135) calendar day period or to permit the suspension of the effectiveness of the Registration Statement,
will cause the Holder to suffer irreparable harm


 




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and, that damages will be difficult to ascertain.
Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties
acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith
effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will
not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the
Common Stock and deliver the Common Stock pursuant to the terms of this Agreement and the Transaction Documents


 


d.The Company agrees to only register such
securities as are necessary to meet its obligations to the Holder and agrees not to register additional securities without the
Holder's prior written consent. Furthermore, the Company agrees that
it will not file any other Registration Statement, including those on Form S-8 unless pursuant to a bona fide employee stock option
plan for other securities, until three hundred and sixty (360) calendar days after the Effective Date unless it has the prior written
approval from the Holder, which shall not be unreasonably withheld. Failure to obtain prior written approval from the Holder will
cause the Holder to suffer damages that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to
include a provision for liquidated damages and the Company agrees to pay the Holder the sum of two percent (2%) of the Holder’s
aggregate investment in the Preferred Stock as liquidated damages and not as a penalty for each thirty (30) calendar day period,
pro rata, compounded daily, until the unauthorized Registration Statement is withdrawn.


 


		3.	RELATED OBLIGATIONS.



 


At such time as the Company
is obligated to prepare and file a Registration Statement with the SEC pursuant to Section 2(a), the Company will use its best
efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, with respect thereto, the Company shall have the following obligations:


 


 


a.The Company shall use its best efforts
to cause such Registration Statement relating to the Registrable Securities to become effective within one hundred and thirty-five
(135) calendar days after the Closing Date and shall keep such Registration Statement effective pursuant to Rule 415 until the
Filing Date on which (A) the Holder shall have sold all the Registrable Securities or the shares included therein otherwise cease
to be Registrable Securities, and (B) the Holder has no right to convert the securities it owns into Common Stock under the Subscription
Agreement, Debenture Agreement or Warrant Agreement, respectively (the "Registration Period"), which Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall, as of the date thereof, not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading. The Company shall respond to any and
all SEC comments or correspondence, whether written or oral, direct or indirect, formal or informal ("Comments"), within
fifteen (15) calendar days of receipt by the Company of such Comments, the date of any such Comments shall be determined by the
SEC's date of the comment letter, for the initial comment round received by the SEC. For each subsequent comment letter received
by the Company from the SEC, the Company agrees to


 




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respond to all Comments within seven (7) calendar
days. If the Company fails to respond within seven (7) business days of receipt of SEC Comments, the Company shall pay to the Holder
an amount equal to two percent (2%) per month, on a pro rata basis, compounded daily, of the Holder’s aggregate investment
in the Preferred Stock as liquidated damages and not as a penalty as liquidated damages and not as a penalty; provided
that the seven (7) business day period provided herein shall be extended as may be required by delays caused by Holder's counsel
pursuant to paragraph 3(g) below, and, provided further, that such
seven (7) business day period shall be extended two (2) business days for responses to SEC staff accounting comments. The Company
shall cause the Registration Statement relating to the Registrable Securities to become effective no later than two (2) business
days after notice from the SEC that the Registration Statement has been cleared of all comments. Failure to do so will result in
the Company to paying to the Holder the sum of two percent (2%) of the Holder’s aggregate investment in the Preferred Stock
as liquidated damages and not as a penalty. In addition, if the Company fails to file the letter accelerating effectiveness of
the Registration Statement ("Acceleration Letter") within two (2) business days of the SEC clearing the Registration
Statement of all Comments, and for each two (2) day calendar period the Company fails to file the Acceleration Letter, the Conversion
Price of the Preferred Stock will decrease by ten percent (10%) of the original Conversion Price, as defined in the Certificate
of Designation. For example, in the event that upon the second (2nd) day following the SEC clearing the Company of all Comments,
and the Acceleration Letter has not been filed with the SEC, the Conversion Price shall decrease by ten percent (10%). The Holder
shall have the right to lower the Conversion Price as described herein, at the time of each conversion.


 


b.The Company shall prepare and file with
the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used
in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933
Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the Holder as set forth in such Registration Statement. In the event the number of
shares of Common Stock available under a Registration Statement filed pursuant to this Agreement is at any time insufficient to
cover all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement
(on the short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case,
as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then
Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company
has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar days after such shares are authorized.
The Company shall use it best efforts to cause such amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.


 


Prior to conversion of
all the Shares (as defined in the Certificate of Designation) if at any time the conversion of all the Shares outstanding would
result in an insufficient number of


 




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authorized shares of Common Stock being available
to cover all the conversions, or in the event that Holder deems that the Shares authorized will become insufficient, the Company
will move to call and hold a shareholder’s meeting within thirty (30) calendar days for the sole purpose of authorizing additional
shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders and management
of the Company to vote their shares in favor of increasing the authorized number of shares of Common Stock in sufficient number
to fully cover the Holder's conversion rights. The Company represents and warrants that under no circumstances will it deny or
prevent Holder’s right to convert the Shares as permitted under the terms of the Series H Covnertible Preferred Stock Purchase
Agreement or the Preferred Stock Registration Rights Agreement. The Holder retains the right to request additional shares upon
the determination the company may not be able to facilitate conversions in the future.


 


c.The Company shall furnish to the Holder
the Registration Statement and its legal counsel, if so requested by the Holder, without charge and upon request (i) promptly after
the same is prepared and filed with the SEC at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in
such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence
by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to
the Company or its representatives, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Holder may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Holder may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities. The Company filing the documents
described in this paragraph through the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) shall constitute
delivery.


 


d.The Company shall use reasonable efforts
to (i) register and qualify the Registrable Securities covered by a Registration Statement under the applicable securities or "blue
sky" laws of such states of the United States as reasonably specified by the Holder, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Holder who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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e.The Company shall immediately notify
the Holder in writing of the happening of any event as a result of which the prospectus included in a Registration Statement, as
then in effect, would then contain an untrue statement of a material fact or omission to state a material fact, which would otherwise
be required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; and, as a result, is required to be supplemented or as a result of which the Registration Statement is required
to be amended (“Registration Default”) and use all diligent efforts to promptly prepare any necessary supplement to
such prospectus or amendment to such Registration Statement and take any other necessary steps to cure the Registration Default,
(which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus)
to correct such untrue statement or omission, and deliver one (1) copy of such supplement or amendment to Holder (or such other
number of copies as Holder may reasonably request; delivery via EDGAR shall constitute delivery). Failure to cure the Registration
Default within three (3) business days shall result in the Company paying liquidated damages of two percent (2%) of the Holder’s
aggregate investment in the Preferred Stock as liquidated damages and not as a penalty then held by the Holder for each thirty
(30) calendar day period or portion thereof, beginning on the date of suspension. The Company shall also promptly notify Holder
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Holder
by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, (iii) of the Company's reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate, (iv) in the event the Registration Statement is no
longer effective or, (v) the Registration Statement is stale for a period of more than three (3) Trading Days as a result of the
Company’s failure to timely file its financials with the SEC.


 


The Company acknowledges
that its failure to cure the Registration Default within three (3) business days will cause the Holder irreparable harm, and that
damages will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision
for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents
the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages
are reasonable and will not constitute a penalty.


 


It is the intention of
the parties that interest payable under any of the terms of this Agreement shall not exceed the maximum amount permitted under
any applicable law. If a law, which applies to this Agreement which sets the maximum interest amount, is finally interpreted so
that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced
by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Company
which exceed the permitted limits will be refunded to the Company. The Holder may choose to make this refund by reducing the amount
that the Company owes under this Agreement or by making a direct


 




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payment to the Company. If a refund reduces
the amount that the Company owes the Holder, the reduction will be treated as a partial payment. In the event that any provision
of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.


 


f.The Company shall use its best efforts
to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of
the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued,
to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Holder of the issuance of
such order and the resolution thereof. The Company will immediately notify the Holder of a proceeding, or threat of proceeding,
the result of which could affect the effectiveness of the registration statement.


 


g.The Company shall permit the Holder and
its counsel, of the Holder's choosing, to review and comment upon all Registration Statements, amendments and supplements, at least
seven (7) days prior to filing. The Company shall not file any Registration Statement with which Holder or its counsel reasonably
objects.


 


h.At the request of the Holder, the Company
shall cause to be furnished to the Holder, on the date of the effectiveness of a Registration Statement, an opinion, dated as of
such date, of counsel representing the Company for purposes of such Registration Statement, in the form of Exhibit D attached to
the Subscription Agreement.


 


i.The Company shall make available for
inspection by (i) the Holder and (ii) one firm of attorneys and one firm of accountants or other agents retained by the Holder
(collectively, the "Inspectors") all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause
the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall hold in strict confidence and shall not make any disclosure (except to the Holder) or use of
any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors
are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has
knowledge. The Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 




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j.The Company shall hold in confidence
and not make any disclosure of information concerning the Holder unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement
or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally
available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that
it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to the Holder and allow the Holder, at the Holder's
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


k.The Company shall use its best efforts
to secure designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market.
If, despite the Company's best efforts, the Company is unsuccessful in satisfying this obligation, it shall use its best efforts
to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange
and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. If, despite
the Company's best efforts, the Company is unsuccessful in satisfying its obligation in this Section, it will use its best efforts
to secure the inclusion for quotation with Pink Sheets, LLC. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(k).


 


l.The Company shall cooperate with the
Holder to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Holder may reasonably request and registered in such names of the Persons who shall acquire
such Registrable Securities from the Holder, as the Holder may request.


 


m.The Company shall provide a transfer
agent for all the Registrable Securities not later than the Closing Date of the first Registration Statement filed pursuant hereto.


 


n.If requested by the Holder, the Company
shall (i) as soon as reasonably practical, incorporate in a prospectus supplement or post-effective amendment such information
as Holder reasonably determines should be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by Holder.


 




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o.The Company shall use its best efforts
to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


p.The Company shall make available to the
Holder as soon as reasonably practical, but not later than ninety (90) calendar days after the close of the period covered thereby,
an earnings statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning
not later than the first day of the Company's fiscal quarter next following the effective date of any Registration Statement. Filing
via EDGAR shall constitute delivery.


 


q.The Company shall otherwise use its best
efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.


 


r.Within one (1) business day after the
Registration Statement which includes Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities, with copies to the Holder,
confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.
Failure to do so will result in the Company paying to the Holder the sum of two percent (2%) of the Holder’s aggregate investment
in the Preferred Stock as liquidated damages and not as a penalty.


 


s.After the SEC declares the Registration
Statement cleared of all comments and the Company's acceptance of the effectiveness of the Registration Statement, the Company
shall file a prospectus covering the resale of the Shares ("Prospectus") within two (2) trading days. In the event the
Company does not file the Prospectus within two (2) trading days of the Effective Date, then the Company shall pay the Holder the
sum of two percent (2%) of the Holder’s aggregate investment in the Preferred Stock as liquidated damages and not as a penalty
for each two (2) trading day period, pro rata, compounded daily, following the two (2) trading day period until the Prospectus
is filed.


 


t.The Company shall take all other reasonable
actions necessary to expedite and facilitate disposition by the Holder of the Registrable Securities pursuant to a Registration
Statement.


 


		4.	OBLIGATIONS OF THE HOLDER.



 


a.At least five (5) calendar days prior
to the first anticipated filing date of a Registration Statement, the Company shall notify the Holder in writing of the information
the Company requires from the Holder. The Holder covenants and agrees that, in connection with any resale of Registrable Securities
by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus
relating to such Registration Statement.


 




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b.The Holder, by the Holder's acceptance
of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder and in responding to SEC comments in connection therewith.


 


c.The Holder agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e),
the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section
3(f) or the first sentence of 3(e).


 


		5.	EXPENSES OF REGISTRATION.



 


All expenses, other than
underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and reasonable
fees and disbursements of counsel for the Company shall be paid by, and are the sole obligation of, the Company.


 


		6.	INDEMNIFICATION.



 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


a.  To the fullest extent permitted by law, the Company will, and hereby agrees to, indemnify, hold
harmless and defend the Holder who holds such Registrable Securities, the directors, officers, partners, employees, agents, representatives
of, and each Person, if any, who controls Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as
amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky
Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the
Company files any amendment


 


 





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thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation
by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set
forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Holder and each such controlling
person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out of or based upon
a Violation committed by any Indemnified Person or which occurs in reliance upon and in conformity with information furnished in
writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section
3(c); (ii) shall not be available to the extent such Claim is based on (a) a failure of the Holder to deliver or to cause to be
delivered the prospectus made available by the Company or (b) the Indemnified Person's use of an incorrect prospectus despite being
promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (iii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the
Registration Statement.


 


b.  In connection with any Registration Statement in which the Holder is participating, the Holder
agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth
in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement, each Person, if
any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified
Person, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation,
in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by Holder expressly for use in connection with such Registration Statement; and, subject to
Section 6(c), Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with
respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of Holder, which consent shall not be unreasonably withheld; provided, further, however,
that the Holder shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to Holder as a result of the sale of


 





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Registrable Securities pursuant
to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration
Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission
of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or
supplemented.


 


c.  Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice
of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person
or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the
right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person
or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only
one separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected
by the Holder, if the Holder is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification
hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person
or Indemnified Party


 





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under this Section 6, except to
the extent that the indemnifying party is actually prejudiced in its ability to defend such action.


 


d.  The indemnification required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.  The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 






		7.	CONTRIBUTION.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under
the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


		8.	REPORTS UNDER THE EXCHANGE ACT.



 


With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any similar
rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without
registration ("Rule 144") the Company agrees to:


 


a.make and keep public information available,
as those terms are understood and defined in Rule 144;


b.file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains
subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of
Rule 144; and


c.furnish to the Holder so long as the
Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 




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		9.	NO ASSIGNMENT OF REGISTRATION RIGHTS.



 


The registration rights
and obligations under this Agreement shall not be assignable.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of both the Company and the Holder of the Registrable Securities. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon the Holder and the Company. No such amendment shall
be effective to the extent that it applies to less than all of the Holders of the Registrable Securities. No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.


 


		11.	MISCELLANEOUS.



 


a.Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided a confirmation
of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after
deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


Themistocles Psomiadis


151 W. Passaic Street


Rochelle Park, NJ 07662


 


with a copy to:


 


Alan T. Hawkins, Esq.


 


With copy to:


 


Peter J. Gennuso, Esq.


Thompson Hine LLP


335 Madison Avenue, 12th Floo


New York, NY 10017


 


If to the Holder:


 




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At the address listed in
the Questionnaire.


 


Each party shall provide
five (5) business days prior notice to the other party of any change in address, phone number or facsimile number.


 


a.Failure of any party to exercise any
right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as
a waiver thereof.


 


b.All disputes arising under this agreement
shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflict
of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Commonwealth
of Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be
selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an
attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction
or venue provisions as provided in this section. Nothing in this section shall limit the Holder's right to obtain an injunction
for a breach of this Agreement from a court of law.


 


c.This Agreement and the Transaction Documents
(as defined in the Purchase Agreement) constitute the entire set of agreements among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to in the Transaction Documents.


 


d.This Agreement and the Transaction Documents
supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


e.The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


f.This Agreement may be executed in two
or more counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery
of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.


 


g.Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


h.All consents and other determinations
to be made by the Holder pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Holder
holding a majority of the Registrable Securities.


 




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i.The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied
against any party.


 


12. WAIVER.


 


The Holder's delay or failure
at any time or times hereafter to require strict performance by Company of any undertakings, agreements or covenants shall not
waive, affect, or diminish any right of the Holder under this Agreement to demand strict compliance and performance herewith. Any
waiver by the Holder of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default
is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and covenants
of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Holder, nor may
this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by an instrument
in writing specifying such waiver, amendment, change or modification and signed by the Holder.


 


13. PAYMENT OF PENALTIES


 


Any accrued penalties incurred
herein by the Company for failure to act in a timely manner, as described in this Agreement, shall be charged to the Face Amount
of the Debenture (as defined in the Debenture), unless specifically noted otherwise. The Holder reserves the rights to take Payment
of Penalties in cash or in Common Stock priced at the Conversion Price (as defined in the Debenture Agreement).


 


* * *


 




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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed as of the day and year first above written. Duly authorized to sign on behalf
of:


 


 


NATUREWELL, INCORPORATED


 


 


By


Name:Themistocles Psomiadas


Title: Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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ATTACHMENT A


 


 


INVESTOR:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	20



    	 



    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


Date: __________


[TRANSFER AGENT]


 


Re:BRAZIL INTERACTIVE MEDIA,
INC.


 


Ladies and Gentlemen:


 


We are counsel to BRAZIL
INTERACTIVE MEDIA, INC., a Delaware corporation (the "Company"), and have represented the Company in connection with
that certain Subscription Agreement (the "Subscription Agreement") entered into by and among the Company and _________________________
(the "Holder") pursuant to which the Company has agreed to issue to the Holder shares of the Company's common stock,
$.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Subscription Agreement. Pursuant
to the Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Holder (the "Registration
Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Subscription Agreement
under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the
Registration Rights Agreement, on March ___, 2013, the Company filed a Registration Statement on Form S- ___ (File No. 333-________)
(the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable
Securities which names the Holder as a selling shareholder thereunder.


 


In connection with the
foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the
SEC has entered an order declaring the Registration Statement effective] [the Registration Statement
has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness]
and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness
has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the 1933 Act pursuant to the Registration Statement.


 


Very truly yours,


 


[Company Counsel]


 


		By:	____________________



		cc:	[Holder]



 


 


 






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