0001264931-13-000108 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2013 • Worlds Online Inc. • Services-computer processing & data preparation • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [___], 2013, is by and among Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the ”Company”), and the undersigned buyer (the “Buyer”).

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 15th, 2013 • Worlds Online Inc. • Services-computer processing & data preparation • New York

SECURITY AND PLEDGE AGREEMENT, dated as of March [ ], 2013 (this “Agreement”) made by Worlds Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the “Company”), and each of the undersigned subsidiaries of the Company from time to time, if any (each a “Grantor” and collectively and together with the Company the “Grantors”), in favor of Hudson Bay IP Opportunities Master Fund LP in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of March 14, 2013 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).

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