Exhibit 10.28


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2012, is by and among IceWEB, Inc., a Delaware
corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively,
the “Buyers”).


 


RECITALS


 


In connection with
the offer and sale of the Units (the “Offering”) pursuant to the terms of that certain Confidential Private
Placement Memorandum dated June _______, 2012 (the “Memorandum”), and to induce the Buyers to purchase the Units
pursuant to the terms of the Memorandum, 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.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:


 


Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Memorandum. As used in this Agreement,
the following terms shall have the following meanings:


 


“Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


“Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 


“Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) ninety (90) calendar day after the final closing date of the Offering (the “Closing Date”)
(or one hundred and twenty (120) calendar day after the Closing Date in the event that such Registration Statement is subject
to review by the SEC) and (B) the third Business Day after the date the Company is notified (orally or in writing, whichever is
earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, and (ii) with
respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement,
the earlier of the (A) ninety (90) calendar day following the date on which the Company was required to file such additional Registration
Statement and (B) the third Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Registration Statement will not be reviewed or will not be subject to further review.


 



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“Filing Deadline”
means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), thirty (30) calendar
day after the Closing Date and (ii) with respect to any additional Registration Statements that may be required to be filed by
the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement
pursuant to the terms of this Agreement.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


“register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the SEC.


 


“Registrable
Securities” means (i) the shares of the Company’s common stock (the “Common Stock”) included
in the Units, (ii) the shares of the Common Stock issuable upon the exercise of the Warrants pursuant to their terms (the “Warrant
Shares”), (iii) the shares of the Common Stock issuable upon the exercise of the Placement Agent Warrants pursuant to
their terms (the “PA Warrant Shares”), (iv) any additional shares issuable in connection with any anti-dilution
provisions associated with such Warrants or Placement Agent Warrants, and (v) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.


 


“Registration
Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
Registrable Securities.


 


“Required
Holders” means the holders of at least 80% of the Registrable Securities.


 


“Required
Registration Amount” means the sum of (i) the maximum number of shares of Common Stock included in the Units sold in
the Offering and (ii) 133% the maximum number of Warrant Shares and PA Warrant Shares issued and issuable pursuant to the Warrants
and Placement Agent Warrants.


 


“Rule 144”
means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or
successor rule or regulation of the SEC that may at any time permit the Buyers to sell securities of the Company to the public
without registration.


 


“Rule 415”
means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or
successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 



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Registration.


 


(a)The Company
shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC an initial Registration
Statement on Form S-1 covering the resale of all of the Registrable Securities; provided that such initial Registration Statement
shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date
such Registration Statement is initially filed with the SEC. Such initial Registration Statement, and each other Registration Statement
required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holders)
the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form
attached hereto as Exhibit A. The Company shall use its best efforts to have such initial Registration Statement,
and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC
as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.


 


If (i) a
Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding
any reduction pursuant to Section 2(c)) and required to be filed by
the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration
Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement
without affording each Buyer the opportunity to review and comment on the same as required by Section 3(c) hereof, the
Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or
(B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an
“Effectiveness Failure”) (it being understood that if on the Business Day immediately following the
Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for such
Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is
technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall
be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day
after the Effective Date of a Registration Statement, sales of all of the Registrable Securities required to be included on
such Registration Statement (disregarding any reduction pursuant to
Section 2(c)) cannot be made pursuant to such Registration
Statement or otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, a
failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a
suspension or removal from quotation of the shares of Common Stock from the OTC Bulletin Board or such other primary market
or exchange on which the Common Stock is then quoted or listed, or a failure to register a sufficient number of shares of
Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a
“Maintenance Failure”), or (iii) at any time when a Registration Statement is not effective for any reason
or the prospectus contained therein is not available for use for any reason, the Company fails to file with the SEC any
required reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act”)
such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public
Information Failure”) as a result of which any of the Buyers are unable to sell Registrable Securities without
restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to
any holder by reason of any such delay in, or reduction of, its ability to sell the shares of Common Stock (which remedy
shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of
Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of such
Buyer’s purchase price of the Units (less any sales previously made thereunder) acquired pursuant to the Memorandum (1)
on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as
applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an
Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure
is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information
Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case,
pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall be
entitled pursuant to this Section 2(b) are referred to herein as “Registration Delay Payments.”
Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such
event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration
Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay
Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make
Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear
interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.
Notwithstanding the foregoing, no Registration Delay Payments shall be owed to a Buyer (other than with respect to a
Maintenance Failure resulting from a suspension of listing or quotation of the shares of Common Stock on the principal market
with respect to any period during which all of such Buyer’s Registrable Securities may be sold by such Buyer without
restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public
information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 



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Notwithstanding anything
to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section
2(b), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant
to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the
Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective
and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market
by the Buyers participating therein (or as otherwise may be acceptable to each Buyer) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such Registration Statement by all Buyers until such time
as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction,
the Company shall reduce the number of shares to be included by all Buyers on a pro rata basis (based upon the number of Registrable
Securities otherwise required to be included for each Buyers) unless the inclusion of shares by a particular Buyers or a particular
set of Buyers are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in
which event the shares held by such Buyer or set of Buyers shall be the only shares subject to reduction (and if by a set of Buyer
on a pro rata basis by such Buyers or on such other basis as would result in the exclusion of the least number of shares by all
such Buyers). In addition, in the event that the Staff or the SEC requires any Buyer seeking to sell securities under a Registration
Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such
Registration Statement to become effective, and such Buyer does not consent to being so named as an underwriter in such Registration
Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf
of such Buyer, until such time as the Staff or the SEC does not require such identification or until such Buyer accepts such identification
and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Buyer
shall have the right to require, upon delivery of a written request to the Company signed by such Buyer, the Company to file a
registration statement within thirty (30) calendar days of such request (subject to any restrictions imposed by Rule 415 or required
by the Staff or the SEC) for resale by such Buyer in a manner reasonably acceptable to such Buyer, and the Company shall following
such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement
for registration statements hereunder, in each case, until such time as: (i) all Registrable Securities held by such Buyer have
been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Buyer or (ii) all
Registrable Securities may be resold by such Buyer without restriction (including, without limitation, volume limitations) pursuant
to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Buyer
agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Buyer as to all Registrable
Securities held by such Buyer and that have not theretofore been included in a Registration Statement under this Agreement (it
being understood that the special demand right under this sentence may be exercised by an Buyer multiple times and with respect
to limited amounts of Registrable Securities in order to permit the resale thereof by such Buyer as contemplated above). 


 



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Subject to Section
5 hereof, Meyers Associates L.P. (“Meyers”) shall have the right to select one (1) legal counsel to review
and oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall
be Sichenzia Ross Friedman Ference LLP or such other counsel as thereafter designated by Meyers.


 


The initial number
of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included
therein shall be allocated pro rata among the Buyers based on the number of Registrable Securities held by each Buyer at the time
such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by
the SEC. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases
to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Buyers, pro rata
based on the number of Registrable Securities then held by such Buyers which are covered by such Registration Statement.


 


Related
Obligations.


 


The Company shall use
its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof, and, pursuant thereto, the Company shall have the following obligations:


 



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(b)The Company
shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no
event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective
as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods,
the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant
to Rule 415 for resales by the Buyers on a delayed or continuous basis at then-prevailing market prices (and not fixed prices)
at all times until the earlier of (i) the date as of which all of the Buyers may sell all of the Registrable Securities required
to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(c)) without
restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public
information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Buyers shall have sold
all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective,
each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall 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 the case of prospectuses, in the light of the circumstances in which they were made) not misleading
and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all
material information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day
after the later of the date that the Company learns that no review of a particular Registration Statement will be made by the
Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) , a request for acceleration
of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission
of such request.


 


Subject to Section
3(i) of this Agreement, the Company shall prepare and file with the SEC
such amendments (including, without limitation, post-effective amendments) and supplements to
each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectus is to
be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement effective
at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions
of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be 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 seller or sellers thereof as set forth in such Registration Statement; provided, however, by 8:30 a.m. (New
York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with
Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable Registration
Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to
any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant
to this Section 3(b)) by reason of the Company filing a report on Form 10-Q or Form 10-K or any analogous report under
the 1934 Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or
shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.


 



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The Company shall
(A) permit Legal Counsel and legal counsel for each other Buyer to review and comment upon (i) each Registration Statement at
least three (3) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their
filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel
or any legal counsel for any other Buyer reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent
of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel and, upon
each other Buyer’s written request, legal counsel for each such other Buyer, without charge, (i) copies of any correspondence
from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, provided that such correspondence
shall not contain any material, non-public information regarding the Company, (ii) after the same is prepared and filed with
the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by a Buyer, and all exhibits
and (iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel
for each other Buyer in performing the Company’s obligations pursuant to this Section 3.


 


Upon request, the Company
shall promptly furnish to each Buyer, upon request, without charge, (i) copies of any correspondence from the SEC or the Staff
to the Company or its representatives relating to each Registration Statement, provided that such correspondence shall not contain
any material, non-public information regarding the Company or any of its subsidiaries, and (ii) after the same is prepared
and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including,
without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by a Buyer,
and all exhibits (unless such Registration Statement is available on EDGAR).


 


The Company shall promptly
furnish to each Buyer whose Registrable Securities are included in any Registration Statement, without charge, (i) upon the effectiveness
of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto (unless such Registration Statement is available on EDGAR) and (ii) such other documents, including, without limitation,
a copy of the final prospectus, as such Buyer may reasonably request from time to time in order to facilitate the disposition of
the Registrable Securities owned by such Buyer (unless such final prospectus is available on EDGAR).


 



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The Company shall
use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by the Buyers of the Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments
(including, without limitation, 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,
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(e), (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
each Buyer 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.


 


The Company shall
notify Legal Counsel and each Buyer in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, non-public information regarding the Company or any of its subsidiaries), and, subject to Section 3(i),
promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such
untrue statement or omission and deliver one (1) copy of such supplement or amendment to Legal Counsel and each Buyer (unless
such supplements or amendments are available on EDGAR). The Company shall also promptly notify Legal Counsel and each Buyer in
writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration Statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and
each Buyer by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives
written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of
any request by the SEC for amendments or supplements to an effective 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;
and (iv) of the receipt of any request by the SEC or any other federal
or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement
thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC
with respect to each Registration Statement or any amendment thereto (it being understood and agreed that the Company’s
response to any such comments shall be delivered to the SEC no later than 10 Business Days after the receipt thereof).


 



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The Company shall (i)
use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration
Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from
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 (ii) notify Legal Counsel and each Buyer
who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.


 


The Company shall hold
in confidence and not make any disclosure of information concerning a Buyer provided to the Company 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 or is otherwise required to be disclosed in such Registration
Statement pursuant to the 1933 Act, (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. The Company agrees that it shall, upon learning that disclosure
of such information concerning a Buyer is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to such Buyer and allow such Buyer, at such Buyer’s expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, such information.


 


Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(i)), at any time after the Effective Date
of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning
the Company or any of its subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of
directors of the Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a “Grace Period”), provided that the Company shall promptly notify the Buyers in writing of the
(i) existence of material, non-public information giving rise to a Grace Period (provided that in each such notice the
Company shall not disclose the content of such material, non-public information to any of the Buyers) and the date on which
such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period
shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall
not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period must be at least five (5) Trading Days
after the last day of any prior Grace Period and (III) no Grace Period may exist during the thirty (30) Trading Day period
immediately following the Effective Date of such Registration Statement (provided that such thirty (30) Trading Day period
shall be extended by the number of Trading Days during such period and any extension thereof contemplated by this proviso
during which such Registration Statement is not effective or the prospectus contained therein is not available for use)
(each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, such
Grace Period shall begin on and include the date the Buyers receive the notice referred to in clause (i) above and shall end
on and include the later of the date the Buyers receive the notice referred to in clause (ii) above and the date referred to
in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Notwithstanding anything to the contrary contained in
this Section 3(j), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee of a Buyer in connection with any sale of Registrable Securities with respect to which such Buyer has entered into
a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the
extent applicable, prior to such Buyer’s receipt of the notice of a Grace Period and for which the Buyer has not yet
settled.


 



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Obligations
of the Buyers.


 


At least five (5) Business
Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Buyer in writing
of the information the Company requires from each such Buyer with respect to such Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Buyer that such Buyer shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required
to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.


 


Each Buyer, by such
Buyer’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 each Registration Statement hereunder, unless such Buyer has notified the Company
in writing of such Buyer’s election to exclude all of such Buyer’s Registrable Securities from such Registration Statement.


 


Each Buyer agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first
sentence of 3(f), such Buyer will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Buyer’s
receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section
3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of a Buyer in connection with any sale of Registrable Securities with respect to which
such Buyer has entered into a contract for sale prior to the Buyer’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Buyer has not yet
settled.


 


Each
Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in
connection with sales of Registrable Securities pursuant to a Registration Statement.


 



    	10



    	 



    

 


Expenses
of Registration.


 


All reasonable 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, printers and
accounting fees, blue sky fees and fees and disbursements of counsel for the Company shall be paid by the Company. The Company
shall also reimburse Meyers for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $5,000.


 


Indemnification.


 


To the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Buyer and each of its
directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) and each Person, if any, who controls such Buyer within the meaning of the 1933 Act or the 1934 Act and each of the
directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations,
claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation,
court costs, reasonable attorneys’ fees and costs of defense and investigation), 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 not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the Company files any amendment 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 Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as
such expenses are incurred and are due and payable, for any legal fees or other reasonable out-of-pocket 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 by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of such
Registration Statement or any such amendment thereof or supplement thereto, or any preliminary or final prospectus, and (ii)
shall not be available to a particular Buyer to the extent such Claim is based on a failure of such Buyer to deliver or to
cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without limitation,
a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to
Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for
such Claim would have existed; 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 or delayed. 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 transfer of any of the Registrable Securities by any of the Buyers pursuant to Section 9.


 



    	11



    	 



    

 


In connection with
any Registration Statement in which a Buyer is participating, such Buyer 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 and each Person, if any, who controls the Company within the meaning of the
1933 Act or the 1934 Act (each, 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 such Buyer expressly for use in connection with such
Registration Statement or any preliminary or final prospectus; and, subject to Section 6(c) and the below provisos in this Section
6(b), such Buyer will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such Claim; provided, however, 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 such Buyer, which consent shall not be unreasonably
withheld or delayed, provided further that such Buyer 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 such Buyer as a result of the applicable sale of 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 transfer of any of the Registrable Securities by any of the
Buyers pursuant to Section 9. 


 



    	12



    	 



    

 


Promptly after receipt
by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement of any action
or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party (as the case may be) 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, an Indemnified Person or Indemnified Party
(as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the
indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified
Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without
limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying
party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict
of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified Party and the
indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying
party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party
shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, provided
further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified
Party or Indemnified Person (as the case may be) shall reasonably cooperate 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 (as the case may be) which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably 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 prior written consent; provided, however, the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written
consent of the Indemnified Party or Indemnified Person (as the case may be), 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 (as the case may be) of a release from all liability in respect to such Claim
or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person (as the case may be) 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 (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action.


 



    	13



    	 



    

 


No Person involved
in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 


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.


 


The indemnity and contribution
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.


 


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: (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 of this Agreement, (ii) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with
such sale shall be entitled to contribution from any Person involved in such sale 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 amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration
Statement. Notwithstanding the provisions of this Section 7, no Buyer shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the net proceeds actually received by such Buyer from the applicable sale of the Registrable
Securities subject to the Claim exceeds the amount of any damages that such Buyer has otherwise been required to pay, or would
otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


Amendment
of Registration Rights.


 


Provisions of this
Agreement may be amended only with the written consent of the Company and the Required Holders. Any amendment effected in accordance
with this Section 8 shall be binding upon each Buyer and the Company, provided that no such amendment shall be effective to the
extent that it (1) applies to less than all of the holders of the holders of Registrable Securities, (2) imposes any obligation
or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion) or (3) applies retroactively. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party, provided that the Required Holders (in a writing signed by all of the Required Holders) may
waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions
of this Section 8 shall be binding on each Buyer, provided that no such waiver shall be effective to the extent that it (1) applies
to less than all the Buyers (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any
Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion).
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this
Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 



    	14



    	 



    

 


Miscellaneous.


 


Solely for purposes
of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to own,
of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from such record owner of such Registrable Securities.


 


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
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) with respect
to Section 3(c), by e-mail (provided confirmation of transmission is electronically generated and kept on file by the sending
party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses
for such communications shall be:


 


	If to the Company:	IceWEB, Inc.
	 	22900 Shaw Road, Suite 111
	 	Sterling, VA 20166
	 	Telephone:  (571) 287-2388
	 	Facsimile:  (571) 287-2396
	 	E-mail:
	 	Attention:  Chief Executive Officer
	 	 
	If to Legal Counsel:	Sichenzia Ross Friedman Ference LLP
	 	61 Broadway, 32nd Floor
	 	New York, New York 10006
	 	Telephone:  (212) 930-9700
	 	Facsimile:  (212) 930-9725
	 	E-mail: mross@srff.com
	 	Attention:  Marc J. Ross, Esq.


 


If to a Buyer, to its
address, facsimile number or e-mail address (as the case may be) set forth on the Subscription Agreement executed by such Buyer,
or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient
party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or e-mail transmission containing the time, date and recipient
facsimile number or e-mail address or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


 



    	15



    	 



    

 


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. The Company and each Buyer acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without
the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other
remedy to which any party may be entitled by law or equity.


 


All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 



    	16



    	 



    

 


This Agreement, the
other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein
constitute the entire agreement among the parties hereto and thereto solely 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 herein and therein.
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject
matter hereof and thereof; provided, however, nothing contained in the Memorandum or any other Transaction Document shall (or shall
be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instrument that any Buyer received
from, the Company or any of its subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in
the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its subsidiaries or any
rights of or benefits to any Buyer or any other Person in any agreement entered into prior to the date hereof between or among
the Company and/or any of its subsidiaries and any Buyer or any instrument that any Buyer received prior to the date hereof from
the Company and/or any of its subsidiaries and all such agreements and instruments shall continue in full force and effect or (iii)
limit any obligations of the Company under the Memorandum or any other Transaction Document.


 


(c)This Agreement
shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. This Agreement
is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto.


 


The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context
clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural
forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


This Agreement may
be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is
delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


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 any 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.


 



    	17



    	 



    

 


The obligations of
each Buyer under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other
Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under this Agreement
or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer
pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so
constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the
Buyers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated
by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group,
and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement
or any of the other the Transaction Documents. Each Buyer shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary
for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with
respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision
of any Buyer, and was done solely for the convenience of the Company and not because it was required or requested to do so by any
Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document
is between the Company and an Buyer, solely, and not between the Company and the Buyers collectively and not between and among
Buyers.


 


[signature pages follow]


 



    	18



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as
of the date first written above.


 


	 	COMPANY:	 
	 	 	 
	 	ICEWEB, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as
of the date first written above.


 


	 	BUYER:	 
	 	 	 
	 	IF BUYER IS AN ENTITY:	 
	 	 	 
	 	______________________________________	 
	 	[PRINT NAME OF ENTITY]	 
	 	 	 
	 	By:	___________________________________	 
	 	 	Print name of signatory ________________	 
	 	 	Title _______________________________	 
	 	 	 	 
	 	IF BUYER IS AN INDIVIDUAL	 
	 	 	 
	 	______________________________________	 
	 	Print name _____________________________	 
	 	 	 
	 	_______________________________________	 
	 	Print name: _____________________________	 
	 	 	 
	 	[ALL BUYERS MUST SIGN]	 


 



    	 



    	 



    

 


EXHIBIT B


 


SELLING STOCKHOLDERS


 


The shares of common
stock being offered by the selling stockholders are those issued to the selling stockholders and those issuable to the selling
stockholders upon exercise of the warrants. For additional information regarding the issuance of the common stock and the warrants,
see “Private Placement of Common Stock and Warrants” above. We are registering the shares of common stock in order
to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the common stock
and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship
with us within the past three years.


 


The table below lists
the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling
stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based
on their respective ownership of shares of common stock and warrants, as of ________, 20___, assuming exercise of the warrants
held by each such selling stockholder on that date but taking account of any limitations on exercise set forth therein.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling stockholders and does not take into account any limitations
on exercise of the warrants set forth therein.


 


In accordance with
the terms of a registration rights agreement with the holders of the common stock and the warrants, this prospectus generally covers
the resale of the sum of (i) the shares of common stock issued to the selling stockholders and (ii) the maximum number of shares
of common stock issuable upon exercise of the warrants determined as if the outstanding warrants were exercised in full (without
regard to any limitations on exercise contained therein) as of the trading day immediately preceding the date this registration
statement was initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders
pursuant to this prospectus.


 


Under the terms of
the warrants, a selling stockholder may not exercise the warrants to the extent (but only to the extent) such selling stockholder
or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.9% or 9.9% (as applicable).
The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”


 



    	 



    	 



    

 


	Name of Selling Stockholder	 	 	Number of Shares of 

Common Stock
    Owned 

Prior to Offering	 	 	Maximum Number of  

Shares of
    Common Stock to 

be Sold Pursuant to this

 Prospectus	 	 	Number of  Shares of 

Common
    Stock Owned 

After Offering
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 


PLAN OF DISTRIBUTION


 


We are registering
the shares of common stock issued to the selling stockholders and the shares of common stock issuable upon exercise of the warrants
to permit the resale of these shares of common stock by the selling stockholders from time to time after the date of this prospectus.
We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all
fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders
may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions, pursuant to one or more of the following methods:


 


		·	on any national securities exchange or
quotation service on which the securities may be listed or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these
exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options,
whether such options are listed on an options exchange or otherwise;



 


		·	ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance
with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration
Statement is declared effective by the SEC;



 


		·	broker-dealers may agree with a selling
securityholder to sell a specified number of such shares at a stipulated price per share;



 



    	 



    	 



    

 


		·	a combination of any such methods of sale;
and



 


		·	any other method permitted
pursuant to applicable law.



 


The selling stockholders
may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through
underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom
they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters,
broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of
the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling
stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close
out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or
pledge shares of common stock to broker-dealers that in turn may sell such shares.


 


The selling stockholders
may pledge or grant a security interest in some or all of the warrants or shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock
from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of
common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in
the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus
supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the shares of common stock in violation of any applicable securities laws.
In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 



    	 



    	 



    

 


Under the securities
laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation
M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock.
All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage
in market-making activities with respect to the shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified
by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration
and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of
the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.


 


Once sold under the
registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands
of persons other than our affiliates.