Exhibit 10.2


 


REGISTRATION RIGHTS
AGREEMENT 


 


Registration  Rights
 Agreement (the  “Agreement”), dated  as of August 7th, 2014, by and between
Ehouse Global, Inc., a corporation organized under the laws of Nevada (the  “Company”),  and Blackbridge
Capital, LLC, a Delaware limited  liability  company  (the  “Investor”).


 


Whereas, in
connection with the Securities Purchase Agreement by and between the Company andthe  Investor of this date (the
 “Securities Purchase Agreement”),  the  Company has agreed  to  issue and sell to
the Investor up to $10,000,000 worth of sharesof  the  Company’s Common  Stock, $0.001 Par value per
share (the “Common Stock”), to be purchased  pursuant to the  terms  andsubject
to the  conditions set forth  in the Securities Purchase Agreement; and


 


Whereas,
to induce the Investor to execute and deliver the Securities Purchase Agreement, 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 pursuant to the Securities Purchase Agreement.


 


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 Investor hereby agree as follows:


 





Section
1.     DEFINITIONS. 


 


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


 


“Execution
Date”means  the  date  of  this  Agreement  set  forth  above.  


 


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


 


“Principal
Market”shall mean  Nasdaq  Capital Market,  the  NYSE Amex,  the  New  York Stock
Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin Board, whichever is the principal market
on which the Common Stock of the Company is listed.


 


“Register,”
“Registered,”and “Registration”refer to  the  Registration  effected
 by preparing and filing one (1) 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  acontinuous  basis (“Rule
415”),  and  the  declaration  or ordering of effectiveness  of such  Registration  Statement(s)
by the  United States Securities  and  Exchange  Commission  (the  “SEC”).  


 


“Registrable
Securities”means  (i) the  shares  of Common  Stock issued  or issuable pursuant to  the
Securities Purchase Agreement, and (ii) the underlying shares of the Convertible Promissory Note in the amount of $300,000 (iii)
any shares of capital stock issued or issuable with respect to such shares of Common Stock, 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 the Registration
Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the 1933 Act.


 






    	 



    	 



    

 


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


 


All capitalized terms
used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Securities Purchase
Agreement.


 


 


Section
2.     REGISTRATION. 


 


(a) Subject
to Section 3(g), the Company shall, within thirty (30) days after the date of this Agreement, file with the SEC the 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 registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 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 60,000,000 shares of Common Stock, except to the extent that the
SEC requires the share amount to be reduced as a condition of effectiveness.


 


(b) The Company
agrees not to include any other securities in the Registration Statement


covering the  Registrable  Securities
without the  Investor’s  prior written  consent which  the  Investor may


withhold in its sole discretion. Furthermore,
the Company agrees that it will not file any other Registration Statement for other securities, until thirty calendar days after
the Registration Statement for the Registrable Securities is declared effective by the SEC.


 


 


Section
3.     RELATED OBLIGATIONS. 


 


At such time as the
Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company shall
have the following obligations with respect to the Registration Statement:


 


(a) The Company
shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become
effective within ninety (90) days after the date that the Registration Statement is filed and shall keep such Registration Statement
effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities; or (B)
the Company has no right to sell any additional shares of Common Stock under the Securities Purchase Agreement (the  “Registration
Period”).  TheRegistration  Statement (including any amendments  or supplements thereto and prospectuses
contained therein) 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 light of the circumstances in which they were made, not misleading. The
Company shall use all commercially reasonable efforts to respond to all SEC comments within ten (10) business days from receipt
of such comments by the Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement
relating to the Registrable Securities to become effective no later than five (5) business days after notice from the SEC that
the Registration Statement may be declared effective. The Investor agrees to provide all information which it is required by law
to provide to the Company, including the intended method of disposition of the Registrable Securities, and the  Company’s
 obligations  setforth  above  shall  be  conditioned  onthe  receiptof  such  information.
 


 


(b) The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the 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 Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common
Stock covered by the 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 fifty (50) 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 fifty (50) calendar days after such shares are authorized. The Company shall use
commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable
following the filing thereof.


 






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(c) The Company shall make available to the Investor
whose Registrable Securities are included in any Registration Statement and its legal counsel without charge (i) if requested by
the Investor, promptly after the same is prepared and filed with the SEC at least one (1) 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; and (ii) upon the effectiveness of any Registration
Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all
amendments and supplements thereto.


 


(d) The Company shall use commercially reasonable efforts
to (i) register and qualify the Registrable Securities covered  by the  Registration  Statement under such  other
securities  or “blue  sky”  laws of such states in the United States as the Investor reasonably requests;
(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), or (y) subject
itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor 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 anyjurisdiction  in  the  United States or its receipt of actual notice of the initiation or threatening
of any proceeding for such purpose.


 


(e) As
promptly as practicable after becoming aware of such event, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in the 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 light of the  circumstances  under which  they were  made,  not
misleading (“Registration Default”) and  use all diligent efforts to promptly prepare a supplement 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 make available copies of such supplement or amendment to the Investor. The
Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective; (ii) of
any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related
information, (iii) of the  Company’s  reasonable  determination  that a  post-effective
amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration  Statement is  stale  as a  result of the
 Company’s  failure  to  timely file  its  financials  or otherwise. If a
Registration Default occurs during the period commencing on the Put Notice Date and ending on the Closing Date, the Company
acknowledges that its failure to cure such a Registration Default within ten (10) business days will cause the Investor to
suffer damages in an amount that will be difficult to ascertain.


 






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(f) The Company shall use all commercially reasonable
efforts to prevent the issuance of any stop order or other suspension of effectiveness of the 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 Investor holding Registrable
Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding concerning the effectiveness of the Registration Statement.


 


(g) The Company shall permit the Investor and one (1)
legal counsel, designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements
thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration
Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration
Statement by written request of the Investor (collectively, the "Investor's Delay") shall not act to trigger any
penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements
of any nature or kind between the Company and the Investor. The event(s) of an Investor's Delay shall act to suspend all obligations
of any kind or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.


 


(h) The Company shall hold in confidence and not make
any disclosure of information concerning the Investor 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, (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other agreement, or (v) the Investor has consented to such
disclosure. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought
in or by a court or governmental body of competent jurisdiction or through other means,  give  prompt written  notice
 to  the  Investor and  allow the  Investor,  at the  Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order covering such information.


 


(i) The Company shall use all commercially reasonable
efforts to maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Agreement.


 






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(j) The Company shall provide a transfer agent for all
the Registrable Securities not later than the effective date of the first Registration Statement filed pursuant hereto.


 


(k) If requested by the Investor, the Company shall (i)
as soon as reasonably practical incorporate in a prospectus supplement or post-effective amendment such information as the Investor
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 reasonably possible after being 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 the Investor.


 


(l) The Company shall use all commercially reasonable
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 facilitate the disposition of such Registrable Securities.


 


(m) The Company shall otherwise use all commercially
reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.


 


(n) Within one (1) business day after the Registration
Statement which includes Registrable Securities is declared effective by the SEC, the Company shall deliver to the transfer agent
for such Registrable Securities, with copies to the Investor, a written notification that such Registration Statement has been
declared effective by the SEC.


 





Section
4.     OBLIGATIONS OF THE INVESTOR. 


 


(a) At least
five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall notify the Investor
in writing of the information the Company requires from the Investor for the 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
and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended
method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of
such Registrable Securities and the Investor shall execute such documents in connection with such registration as the Company may
reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant
to  the Registration Statement,  it shall comply with  the  “Plan  of Distribution” section
of the then current prospectus relating to such Registration Statement.


 


(b) The Investor,
by its 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.


 


Section
5.     EXPENSES OF REGISTRATION. 


 


All reasonable expenses,
other than underwriting discounts and commissions and other than as set forth in the Securities Purchase Agreement, incurred in
connection with registrations including comments, filings or qualifications pursuant to Section 2 and Section 3,
including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company.


 






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Section
6.     INDEMNIFICATION. 


 


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


 


(a) To
the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and
defend the Investor, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if
any, who controls, the Investor 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  aparty 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 the 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 the Investor has
requested in writing that the Company register or qualify the Shares (“Blue Sky Filing”),  or
the  omission  or alleged  omission  to  state  amaterial fact required  to  bestated
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 for the offer of the Registrable Securities (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 the Registration Statement (the matters in the foregoing clauses (i) through
 (iii) being,  collectively,  “Violations”). Subject to  the  restrictions set
forth in Section 6(b) the Company shall reimburse each Indemnified 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
which is due to the inclusion in the Registration Statement of the information furnished 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; (ii) shall not be available to the extent such Claim is based on (A) a failure of the Investor
to deliver or to cause to be delivered the prospectus made available by the Company; (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; (C) the manner of sale of the Registrable Securities by the
 Investor or of the  Investor’s  failure to  register as a  dealer under applicable
 securities


laws; (D) any omission of the Investor
to notify the Company of any material fact that should be stated in the Registration Statement or prospectus relating to the Investor
or the manner of sale; and (E) any 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 Investor pursuant to the Registration Statement; and


(iii) shall not be available to the extent
the Claim arises out of the gross negligence or willful misconduct of the Indemnified Person.




 






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(b) 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, as the case
may be, 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 Indemnified Person or Indemnified Party, the representation by 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 (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties,
as applicable, and such counsel shall be selected by the Indemnified Party. 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 affected 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 under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such action.


 


(c) 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.


 





Section 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.


 


Section 8.     REPORTS
UNDER THE 1934 ACT.


 


With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration (“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for
resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to 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 1933 Act and the 1934 Act so long
as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations
under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and


 


(c) furnish
to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements
of Rule 144, the 1933 Act and the 1934 Act applicable to the Company, (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 Investor to sell such securities pursuant to Rule 144 without registration. Section 9. NO ASSIGNMENT OF
REGISTRATION RIGHTS. This Agreement and the rights, agreements or obligations hereunder may not be assigned, by operation of law,
merger or otherwise, and without the prior written consent of the other party hereto, and any purported assignment by a party
without prior written consent of the other party will be null and void and not binding on such other party. Subject to the preceding
sentence, all of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon,
and inure to the benefit of and are enforceable by, the parties and their respective successors and assigns.


 


Section 9.     NO
ASSIGNMENT OF REGISTRATION RIGHTS. 


 


This Agreement and the rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise,
and without the prior written consent of the other party hereto, and any purported assignment by a party without prior written
consent of the other party will be null and void and not binding on such other party. Subject to the preceding sentence, all
of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties and their respective successors and assigns.


 


Section
10.     AMENDMENT OF REGISTRATION RIGHTS.


 


The provisions of this Agreement may be amended only with the written consent of the Company and the Investor.


 


Section
11.     MISCELLANEOUS.


 


(a)
Any notices 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
or email with the signed document attached in PDF format (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:


 






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If to the Company:

 Ehouse Global, Inc.


 


____________________


 


____________________


 


If to the Investor:


Blackbridge Capital, LLC


450 7th Ave 6th
Floor      


New York, NY 10123      


 


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


 


(b) 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.


 


(c) This Agreement
and the Securities Purchase Agreement constitute the entire agreement 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
herein and therein.


 


(d) This Agreement
and the Securities Purchase Agreement 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. Whenever required
by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement
shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared the same.


 


(f) This Agreement
may be executed in two or more identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or by e-mail delivery of a PDF format of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


(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) In case
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.


 






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Section 12.     CHOICE
OF LAW.


 


All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the
state of New York, without regard to principles of conflict of laws.


 


 


*.*.*


 






    	9



    	 



    

 


SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


 


Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Securities Purchase
Agreement and the Registration Rights Agreement as of the date first written above.


 


The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations
made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.


 


BLACKBRIDGE CAPITAL, LLC


 


By:
/s/ Alexander Dillon                             


Name:
Alexander Dillon


Title: CIO


 


 


EHOUSE GLOBAL, INC.


 


By:
/s/ Scott Corlett                     


Name: Scott Corlett


Title: CEO


 


 


Signature Page to Registration Rights Agreement