Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this "Agreement") is made and entered into as
      of
      this ____ day of
      __________,
      2007,
      by and between Pinpoint Recovery Solutions Corp., a Delaware corporation (the
      "Company"),
      and the purchasers signatory hereto (the "Purchasers", and each a
      "Purchaser").

     

    WITNESSETH

     

    WHEREAS,
      the Purchasers have agreed to purchaseunits
      (consisting of 8,235 shares of common
      stock, per value $.001 per share (the "Common Stock") and 2,000 warrants) (the
      "Units") pursuant
      to the terms of the Purchase Agreement (the "Purchase Agreement") between the
      Purchasers and the
      Company;

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Company has issued and delivered to
      the
      Purchasers certain shares of its Common Stock and certain of its warrants (the
      "Warrant");

     

    WHEREAS,
      the Warrant is exercisable into a certain number of shares (the "Warrant
      Shares") of the
      Company's Common Stock, at such times and on such terms as set forth in the
      Warrant Agreement;

     

    WHEREAS,
      as additional consideration for the Purchasers acquisition of the Units, the
      Company desires
      to grant to the Purchasers certain registration rights with respect to the
      Common Stock and the Warrant Shares; and

     

    NOW
      THEREFORE, in consideration of the foregoing and other good and valuable
consideration,
      the parties hereto agree as follows:

     

    1.
      (a)
Piggyback
      Registration. If,
      at
      any time after six months from the effective date
      of a
      registration statement relating to an initial public offering of the Company's
      Common Stock,
      the Company shall file a registration statement (other than a registration
      statement on Form
      S-4,
      Form S-8, or any successor form) with the Securities and Exchange Commission
      (the "Commission")
      while any Registrable Securities (as hereinafter defined) are outstanding,
      the
Company
      shall give the then holders of any Registrable Securities (the "Eligible
      Holders") at least
      30
      days' prior written notice of the filing of such registration statement, which
      notice shall describe
      the securities to be registered and specify the form and manner and the other
      relevant facts
      involved in such proposed registration (including, without limitation, (i)
      whether or not such
      registration will be in connection with an underwritten offering of securities
      and, if so, the identity
      of the managing underwriter and whether such offering will be pursuant to a
      "best efforts"
      or "firm commitment" underwriting, (ii) the price at which such securities
      are
      reasonably expected
      to
      be
sold
      to
      the public, and (iii) the amount of the underwriting
      discount reasonably expected
      to be incurred in connection therewith). If requested by any Eligible Holder
      in
      writing within
      20
      days after receipt of any such notice, the Company shall, at the Company's
      sole
expense
      (other than the fees and disbursements of counsel for the Eligible Holders,
      and
      the underwriting
      discounts, if any, payable in respect of the Registrable Securities sold by
      the
Eligible
      Holders), register all or, at each Eligible Holder's option, any portion of
      the
      Registrable Securities of any Eligible Holders who shall have made such request,
      concurrently with the registration
      of such other securities, all to the extent requisite to permit the public
      offering and sale
      of
      the Registrable Securities through the facilities of all appropriate securities
      exchanges, if any,
      on
      which the Company's Common Stock is being sold or on the over-the-counter
      market, and
      will
      use its best efforts through its officers, directors, auditors, and counsel
      to
      cause such

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    registration
      statement to become effective as promptly as practicable. Notwithstanding the
      foregoing,
      if the managing underwriter of any such offering shall determine and advise
      the
Company
      that, in its opinion, the distribution of all or a portion of the Registrable
      Securities requested
      to be included in the registration concurrently with the securities being
      registered by the Company for its own account would materially adversely affect
      the distribution of such securities
      by the Company, then (x) the Company will promptly so advise each holder of
      Registrable Securities that has requested registration, and will include in
      such
      registration: first, authorized but unissued or treasury shares of Common Stock
      which the Company desires to include in such registration; and second,
      Registrable
      Securities requested to be included therein and
      other
      outstanding securities of the Company, if any, which the Company shall have
      been
requested
      to register, allocated pro rata among the holders of Registrable Securities
      and
      any holders
      of such other securities based on the number of securities with respect to
      which
      each such
      holder has requested registration; in each case until the aggregate number
      of
      securities included
      in such registration is equal to the number thereof that, in the opinion of
      such
      managing underwriter,
      can be sold without materially adversely affecting the marketability thereof,
      and (y) the Eligible Holders shall delay the offering and sale of those
      Registrable Securities requested to be
      included in the registration but not so included for such period, not to exceed
      180 days as the managing
      underwriter shall request. In the event the Company is advised by the staff
      of
      the Commission
      that the inclusion of the Registrable Securities will prevent, preclude or
      materially delay
      the
      effectiveness of the registration statement, the Company, in good faith, may
      amend such
      registration statement to exclude the Registrable Securities. As used herein,
      "Registrable Securities"
      shall mean the Common Stock which are part of the Units and the Warrant Shares
      (and
      any
      securities issued or issuable by the Company with respect to the Common Stock
      and the Warrant
      Shares by way of a stock dividend or in connection with a combination or
      subdivision of shares
      or
      a reclassification, merger, consolidation or other reorganization of the
      Company) which,
      in
      each case, have not been previously sold pursuant to a registration statement
      or
      Rule 144
      promulgated under the Securities Act of 1933, as amended (the "Securities
      Act").

     

    (b)
      Demand
      Registration. (i)
      If,
      at any time after six months from the effective date
      of a
      registration statement relating to the initial public offering of the Company's
      Common Stock,
      the Company shall receive a written request from the Eligible Holders who in
      the
aggregate
      own a majority-in-interest (as defined below) of the Registrable Securities
      to
      register the
      sale
      of all or part of such Registrable Securities, the Company shall, as promptly
      as
practicable,
      at the Company's sole cost and expense (other than the fees and disbursements
      of
counsel
      for the Eligible Holders and the underwriting discounts, if any, payable in
      respect of the Registrable
      Securities sold by any Eligible Holder) prepare and file with the Commission
      a
registration
      statement sufficient to permit the public offering and sale of the Registrable
      Securities
      through the facilities of all appropriate securities exchanges, if any, on
      which
      the Common
      Stock is being sold or on the over-the-counter market, and will use its best
      efforts through
      its officers, directors, auditors, and counsel to cause such registration
      statement to become
      effective as promptly as practicable; provided,
      however, that
      the
      Company shall only be obligated
      to file one such registration statement. The Company shall have the right to
      register and
      sell
      shares of Common Stock for its own account in such registration statement;
      provided,
      however,
      that
      if
      such registration statement relates to an underwritten offering and the managing
      underwriter
      advises the Company that, in its opinion, the number of securities proposed
      to
      be included
      in such offering exceeds the number of securities which can be sold therein
      without adversely
      affecting the marketability of the offering, then the Company will promptly
      so
      advise

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    each
      holder of Registrable Securities that has requested registration, and such
      registration will include:
      first,
      Registrable
      Securities requested to be so included by such Eligible Holders, allocates
      pro rata among such holders based on the number of Registrable Securities with
      respect to
      which
      each such holder has requested registration; and second,
      any
      other
      securities included in such
      registration is equal to the number thereof that, in the opinion of the managing
      underwriter, can
      be
      sold without adversely affecting the marketability thereof. The Company shall
      not be obligated
      to effect any registration of its securities pursuant to this Section 1(b)
      within six months
      after the effective date of any previous registration statement filed by the
      Company with respect to which the Eligible Holders had the "piggyback"
      registration rights provided for in Section
      1(a) of this agreement. Within ten business days after receiving any request
      contemplated
      by this Section s 1(b), the Company shall give written notice to all the other
      Eligible Holders, advising each of them that the Company is proceeding with
      such
      registration and
      offering to include therein all or any portion of such Eligible Holder's
      Registrable Securities, provided
      that the Company receives a written request to do so from such Eligible Holder
      within 20 days after receipt by him or it of the Company's notice. As used
      herein "majority-in-interest" of
      Registrable Securities means a majority of the shares of Common Stock and the
      shares of common
      stock underlying the Warrant included in the Registrable
      Securities.

     

    (i) A
      registration requested pursuant to this Section 1(b) will not be deemed
      to
      have been effected unless it has been declared effective under the Securities
      Act;
      provided,
      however, that
      if
      after a registration has become so effective the offering of Registrable
      Securities pursuant to such registration is terminated, suspended or interfered
      with
      by
      any stop order, injunction or other order or requirement of the Commission
      or
other
      governmental agency or court, such registration will be deemed not to have
      been
      effected.

     

    (ii) If
      the
      Eligible Holders requesting registration so elect, the Company
      shall use its best efforts to cause the offering of Registrable Securities
      pursuant to
      this
      Section 1(b) to be an underwritten offering. In the case of any registration
      which involves
      an underwritten offering, the holders of a majority of the Registrable
      Securities being
      so
      registered shall have the right to select the managing underwriter, subject
      to
      the Company's
      approval, which approval shall not be unreasonably withheld.

     

    (c) In
      the
      event of a registration pursuant to the provisions of this Section 1,
the
      Company shall use its best efforts to cause the Registrable Securities so
      requested to be registered
      or qualified for sale under the securities or blue sky laws of such
      jurisdictions as the Eligible Holders thereof may reasonably request;
provided,
      however, that
      the
      Company shall not be required to qualify to do business in any state by reason
      of this Section 1(c) in which it is not otherwise required to qualify to do
      business.

     

    (d) The
      Company shall keep effective any registration or qualification contemplated
      by this Section 1 and shall from time to time amend or supplement each
      applicable registration
      statement, preliminary prospectus, final prospectus, application, document and
communication
      for such period of time as shall be required to permit the Eligible Holders
      to
complete
      the offer and sale of the Registrable Securities covered thereby. The Company
      shall in no
      event
      be required to keep any such registration or qualification in effect for a
      period in excess of
      six
      months from the date on which the Eligible Holders are first free to sell such
      Registrable

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Securities;
      provided,
      however, that,
      if
      the Company is required to keep any such registration or qualification
      in effect with respect to securities other than the Registrable Securities
      beyond such period,
      the Company shall keep such registration or qualification in effect as it
      relates to the Registrable Securities for so long as such registration or
      qualification remains or is required to remain in effect in respect of such
      other securities.

     

    (e) In
      the
      event of a registration pursuant to the provisions of this Section 1,
the
      Company shall furnish to the Eligible Holders of the Registrable Securities
      so
      registered, and to
      each
      underwriter, if any, of such Registrable Securities, such reasonable number
      of
      copies of the
      registration statement and of each amendment and supplement thereto (in each
      case, including
      all exhibits), and of each prospectus contained in such registration statement
      and each supplement
      or amendment thereto (including each preliminary prospectus), all of which
      shall
conform
      to the requirements of the Securities Act and the rules and regulations
      promulgated thereunder, and such other documents, as such Eligible Holders
      or
      underwriters may reasonably request
      to facilitate the disposition of the Registrable Securities included in such
      registration. Prior
      to
      filing with the Commission any such registration statement or amendment or
      supplement thereto,
      the Company shall furnish copies thereof to counsel for the sellers of
      Registrable Securities
      under such registration statement, which documents will be subject to review
      by
      such counsel.

     

    (f) In
      the
      event of a registration pursuant to the provisions of this Section 1,
the
      Company shall furnish the Eligible Holders of the Registrable Securities so
      registered with (i) an
      opinion of its counsel (reasonably acceptable to such Eligible Holders), dated
      the effective date
      of
      the registration statement, to the effect that such counsel has no knowledge
      of
      any material
      misstatement or omission in such registration statement or any prospectus,
      as
      amended or
      supplemented, which opinion shall state the jurisdictions in which the
      Registrable Securities have been registered or qualified for sale pursuant
      to
      the provisions of Section 1(c) and shall address such other matters as are
      customarily covered by opinions of counsel in such public offerings, and (ii)
      if
      such registration is pursuant to an underwritten offering, a copy of the "cold
      comfort"
      letter, dated the effective date of such registration statement, signed by
      the
      Company's independent
      public accounts, and addressed to the underwriters, which letter shall be in
      customary
      form and covering such matters as are customarily covered by comfort letters
      by
independent
      public accountants in such public offerings.

     

    (g) The
      Company shall notify the Eligible Holders whose Registrable Securities
      are registered in a registration statement pursuant to this Section 1 promptly
      when such
      registration statement has become effective or a supplement to any prospectus
      forming a part
      of
      such registration statement has been filed.

     

    (h) The
      Company shall advise the Eligible Holders whose Registrable Securities
      are registered in a registration statement pursuant to this Section 1, promptly
      after it shall
      receive notice or obtain knowledge of the issuance of any stop order by the
      Commission suspending
      the effectiveness of such registration statement, or the initiation or
      threatening of any proceeding
      for that purpose, and promptly use its best efforts to prevent the issuance
      of
      any stop order
      or
      to obtain its withdrawal if such stop order should be issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)  
      The Company shall promptly notify the Eligible Holders whose Registrable
      Securities are registered in a registration statement pursuant to this Section
      1
      at any time
      when
      a prospectus relating thereto is required to be delivered under the Securities
      Act, of the
      happening of any event as a result of which the prospectus included in such
      registration statement,
      as then in effect, would include an untrue statement of a material fact or
      omit
      to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then existing, and
      at
      the reasonable request of such Eligible Holders prepare and furnish to them
      such
      number of copies of a supplement to or an amendment
      of such prospectus as may be necessary so that, as thereafter delivered to
      the
purchasers
      of such Registrable Securities or securities, such prospectus shall not include
      an 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 not misleading in the light of the circumstances
      under which
      they were made.

     

    If
      requested by the underwriter for any underwritten offering of Registrable
      Securities on behalf of the Eligible Holders pursuant to a registration
      requested under this
      Section 1, the Company and such Eligible Holders will enter into an underwriting
      agreement with
      such
      underwriter for such offering, which shall be reasonably satisfactory in
      substance and form
      to
      the Company and the Company's counsel, such Eligible Holders and the
      underwriter, and
      such
      agreement shall contain such representations and warranties by the Company
      and
      such Eligible Holders and such other terms and provisions as are customarily
      contained in an underwriting
      agreement with respect to secondary distributions solely by selling
      stockholders, and the Company shall take such other action as the managing
      underwriter may reasonably request
      to facilitate the disposition of such Registrable Securities (including
      participating in "road
      shows" and other customary marketing activities)

     

    (k)
      The
      Company agrees that until all the Registrable Securities have been sold
      under a registration statement or pursuant to Rule 144 under the Securities
      Act
      following the closing
      of a public offering of the Company's Common Stock, it shall use its best
      efforts to keep current
      in filing all reports, statements and other materials required to be filed
      with
      the Commission to permit holders of the Registrable Securities to sell such
      securities under Rule 144.

     

    (1)
      In
      the event of a registration pursuant to the provisions of this Section 1,
the
      Company will cause all Registrable Securities covered by such registration
      statement to be listed
      on
      all securities exchanges, if any, on which the Common Stock is then listed,
      or
      if not so listed,
      to be listed on the NASDAQ or such other national securities exchange as the
      managing underwriter
      may designate to the extent the Common Stock qualifies for listing on such
      exchange,
      and the Company shall provide a transfer agent and registrar for all such
      Registrable Securities not later than the effective date of such registration
      statement.

     

    (m)
      The
      Company shall make available for inspection by any underwriter participating
      in any offering of Registrable Securities offered pursuant to a registration
      statement under
      this Section 1, and any attorney, accountant or other agent retained by any
      such
underwriter,
      all financial and other records, pertinent corporate documents and properties
      of
      the Company,
      and cause the Company's officers, directors, employees and independent
      accountants to
      supply
      all information reasonably requested by any such underwriter, attorney,
      accountant or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    agent
      in
      connection with such registration statement, and shall otherwise use its best
      efforts to comply with all applicable rules and regulations of the
      Commission.

     

    (n) The
      Company and the Eligible Holders understand that the Company makes
      no
      representations of any kind concerning its intent or ability to offer or sell
      any of the Registrable Securities in a public offering or otherwise and that
      their sole right to have the Registrable Securities registered under the
      Securities Act is contained in this Agreement.

     

    (o) In
      connection with the exercise of the Warrants, the Company will not be
obligated
      to deliver securities, and there are no contractual penalties for failure to
      deliver securities, if a registration statement is not effective at the time
      of
      exercise; however, the Company
      may satisfy its obligation by delivering unregistered shares of Common Stock.
      In
      no event
      will the Company be required to net cash settle an exercise of a
      Warrant.

     

    (2). Registration
      Expenses. All
      fees
      and expenses incident to the performance of or compliance with the Agreement
      by
      the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses
      referred to in the foregoing sentence shall include, without limitation, (i)
      all
      registration and
      filing fees (including, without limitation, fees and expenses (A) with respect
      to filings required
      to be made with the trading market on which the Common Stock is then listed
      for
trading,
      and (B) in compliance with applicable state securities or Blue Sky laws
      reasonably agreed
      to
      by the Company in writing (including, without limitation, fees and disbursements
      of counsel for the Company in connection with Blue Sky qualifications or
      exemptions of the Registrable
      Securities and determination of the eligibility of the Registrable Securities
      for investment
      under the laws of such jurisdictions as requested by the Eligible Holders),
      (ii)
printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities
      and of printing prospectuses if the printing of prospectuses is reasonably
      requested by the
      holders of a majority of the Registrable Securities included in a Registration
      Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
Company,
      (v) Securities Act liability insurance, if the Company so desires such
      insurance, and (vi)
      fees
      and expenses of all other persons retained by the Company in connection with
      the
consummation
      of the transactions contemplated by this Agreement. In addition, the Company
      shall
      be
      responsible for all of its internal expenses incurred in connection with the
      consummation of
      the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of
      any
      annual audit and the fees and expenses incurred in connection with the listing
      of the Registrable Securities on any securities exchange as required hereunder.
      In no event shall the Company
      be responsible for any broker or similar commissions or, any legal fees or
      other
      costs of
      the
      Eligible Holders.

     

    (3). Indemnification.
      (a)
      Subject to the conditions set forth below, the Company agrees
      to
      indemnify and hold harmless each Eligible Holder, its officers, directors,
      partners, employees,
      agents, and counsel, and each person, if
      any,
      who
      controls any such person within the meaning
      of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange
      Act of 1934,
      as
      amended (the "Exchange Act") from and against any and all loss, liability,
      charge, claim,
      damage, and expense whatsoever (which shall include, for all purposes of this
      Section 3, but
      not
      be limited to, reasonable attorneys fees and any and all reasonable expenses
      whatsoever

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    incurred
      in investigating, preparing, or defending against any litigation, commenced
      or
threatened,
      or any claim whatsoever, and any and all amounts paid in settlement of any
      claim
      or litigation) as and when incurred, arising out of, based upon, or in
      connection with (i) any untrue statement
      or alleged untrue statement of a material fact contained (A) in any registration
      statement, preliminary prospectus, or final prospectus (as from time to time
      amended and supplemented)
      or any amendment or supplement thereto, relating to the sale of any of the
      Registrable
      Securities or (B) in any application or other document or communication (in
      this
      Section 3 collectively called an "application") executed by or on behalf of
      the
      Company or based upon
      written information furnished by or on behalf of the Company filed in any
      jurisdiction in order
      to
      register or qualify any of the Registrable Securities under the securities
      or
      blue sky laws thereof
      or filed with the Commission or any securities exchange; or any omission or
      alleged omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements made
      therein not misleading, unless (x) such statement or omission was made in
      reliance upon and
      in
      conformity with information furnished to the Company with respect to such
      Eligible Holder
      by
      or on behalf of such Eligible Holder expressly for inclusion in any registration
      statement,
      preliminary prospectus or final prospectus, or any amendment or supplement
      thereto, or
      in any
      application, as the case may be, or (y) such loss, liability, charge, claim,
      damage or expense
      arises out of such Eligible Holder's failure to comply with the terms and
      provisions of this
      Agreement, or (ii) any breach of any representation, warranty, covenant, or
      agreement of the Company
      contained in this Agreement. The foregoing agreement to indemnify shall be
      in
addition
      to any liability the Company may otherwise have, including liabilities arising
      under this Agreement.

     

    If
      any
      action is brought against any Eligible Holder or any of its officers, directors,
      partners, employees, agents, or counsel, or any controlling persons of such
      person (an "indemnified party")
      in respect of which indemnity may be sought against the Company pursuant to
      the
      foregoing paragraph,
      such indemnified party or parties shall promptly notify the Company in writing
      of the institution
      of such action (but the failure so to notify shall not relieve the Company
      from
      any liability pursuant to this Section 3(a) except to the extent the Company
      is
      prejudiced by such failure) and the Company shall promptly assume the defense
      of
      such action, including the employment of counsel (reasonably
      satisfactory to such indemnified party or parties), provided that the
      indemnified party shall have
      the
      right to employ its or their own counsel in any such case, but the fees and
      expenses of such counsel
      shall be at the expense of such indemnified party or parties unless the
      employment of such counsel
      shall have been authorized in writing by the Company in connection with the
      defense of such action or the Company shall not have promptly employed counsel
      reasonably satisfactory to such indemnified
      party or parties to have charge of the defense of such action, in any of which
      events such fees and
      expenses shall be borne by the Company and the Company shall not have the right
      to direct the defense
      of such action on behalf of the indemnified party or parties. Anything in this
      Section 3 to the contrary notwithstanding, the Company shall not be liable
      for
      any settlement of any such claim or action effected without its written consent,
      which shall not be unreasonably withheld. The Company shall not, without
      the prior written consent of each indemnified party that is not released as
      described in this sentence,
      settle or compromise any action, or permit a default or consent to the entry
      of
      judgment in or otherwise
      seek to terminate any pending or threatened action, in respect of which
      indemnity may be sought
      hereunder (whether or not any indemnified party is a party thereto) unless
      such
      settlement, compromise, consent, or termination includes an unconditional
      release of each indemnified party from all liability in respect of such action.
      The Company agrees promptly to notify the Eligible Holders of the commencement
      of any litigation or proceedings against the Company or any of its officers
      or
      directors in connection
      with the sale of any Registrable Securities or any preliminary prospectus,
      prospectus,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    registration
      statement, or amendment or supplement thereto, or any application relating
      to
      any sale of any Registrable
      Securities.

     

    (b) Each
      Eligible Holder agrees to indemnify and hold harmless the Company, each director
      of the Company, each officer of the Company who shall have signed any
      registration statement covering Registrable Securities held by such Eligible
      Holder, each other person, if any, who controls the Company
      within the meaning of Section 15 of the Securities Act or Section 20(a) of
      the
      Exchange Act, and
      its
      or their respective counsel, to the same extent as the foregoing indemnity
      from
      the Company to the Eligible
      Holders in Section 3(a) but only with respect to statements or omissions, if
      any, made in any registration statement, preliminary prospectus, or final
      prospectus (as from time to time amended and supplemented) or any amendment
      or
      supplement thereto, or in any application, in reliance upon and in conformity
      with information furnished to the Company with respect to such Eligible Holder
      by or on behalf
      of
      such Eligible Holder, expressly for inclusion in any such registration
      statement, preliminary prospectus,
      or final prospectus, or any amendment or supplement thereto, or in any
      application, as the case
      may
      be. If any action shall be brought against the Company or any other person
      so
      indemnified based
      on
      any such registration statement, preliminary prospectus, or final prospectus,
      or
      any amendment or
      supplement thereto, or in any application, and in respect of which indemnity
      may
      be sought against an Eligible
      Holder pursuant to this Section 3(b) such Eligible Holder shall have the rights
      and duties given to the
      Company, and the Company and each other person so indemnified shall have the
      rights and duties given
      to
      the indemnified parties, by the provisions of Section 3(a).

     

    (c) To
      provide for just and equitable contribution, if (i) an indemnified party makes
      a
claim
      for
      indemnification pursuant to Section 3(a) or 3(b) (subject to the limitations
      thereof) but it is found
      in
      a final judicial determination, not subject to further appeal, that such
      indemnification may not be enforced in such case, even though this Agreement
      expressly provides for indemnification in such case, or (ii)
      any
      indemnified or indemnifying party seeks contribution under the Securities Act,
      the Exchange Act or otherwise, then the Company (including for this purpose
      any
      contribution made by or on behalf of any director of the Company, any officer
      of
      the Company who signed any such registration statement, any controlling person
      of the Company, and its or their respective counsel) as one entity, and the
      Eligible Holders
      included in such registration in the aggregate (including for this purpose
      any
      contribution by or on
      behalf
      of an indemnified party), as a second entity, shall contribute to the losses,
      liabilities, claims, damages, and expenses whatsoever to which it may be
      subject, on the basis of relevant equitable considerations
      such as the relative fault of the Company and such Eligible Holders in
      connection with the facts
      which resulted in such losses, liabilities, claims, damages, and expenses.
      The
      relative fault, in the case of an untrue statement, alleged untrue statement,
      omission, or alleged omission shall be determined by,
      among
      other things, whether such statement, alleged statement, omission or alleged
      omission relates to
      information supplied by the Company or by an Eligible Holder, and the parties'
      relative intent, knowledge,
      access to information, and opportunity to correct or prevent such statement,
      alleged statement,
      omission, or alleged omission. The Company and the Eligible Holders agree that
      it would be unjust and inequitable if the respective obligations of the Company
      and the Eligible Holders for contribution
      were determined by pro rata or per capita allocation of the aggregate losses,
      liabilities, claims,
      damages, and expenses (even if the Eligible Holders and the other indemnified
      parties were treated
      as one entity for such purpose) or by any other method of allocation that does
      not reflect the equitable
      considerations referred to in this Section 3(c). No person guilty of a
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution
      from any person who is not guilty of such fraudulent misrepresentation. For
      purposes of this Section
      3(c) each person, if any, who controls any Eligible Holder within the meaning
      of
      Section 15 of the
      Securities Act or Section 20(a) of the Exchange Act and each officer, director,
      partner, employee, agent,
      and counsel of each such Eligible Holder or control person shall have the same
      rights to contribution
      as such Eligible Holder or control person and each person, if any, who controls
      the Company within
      the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act, each officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of
      the
      Company who shall have signed any such registration statement, each director
      of
      the Company, and its
      or
      their respective counsel shall have the same rights to contribution as the
      Company, subject to each case
      provisions of this Section 3(c). Anything in this Section 3(c) to the contrary
      notwithstanding, no party
      shall be liable for contribution with respect to the settlement of any claim
      or
      action effected without its
      written consent. This Section 3(c) is intended to supersede any right to
      contribution under the Securities
      Act, the Exchange Act or otherwise.

     

    8. 
      Miscellaneous.

     

    (a) Remedies.
      In
      the
      event of a breach by the Company of its obligations under
      this Agreement, each Eligible Holder, in addition to being entitled to exercise
      all rights granted
      by law, included recovery of damages, will be entitled to specific performance
      of its rights
      under this Agreement. The Company and each Eligible Holder agree that monetary
      damages
      would not provide adequate compensation for any losses incurred by reason of
      a
      breach by
      it of
      any of the provisions of this Agreement and hereby further agrees that, in
      the
      event of any
      action for specific performance in respect of such breach, it shall waive the
      defense that a remedy at law would be adequate.

     

    (b) Agreements
      and Waivers. The
      provisions of Agreement, including the provisions of this sentence, may not
      be
      amended, modified or supplemented, unless such amendment, modification or
      supplement is in writing and signed by the parties hereto.

     

    (c)
      Notices.
      All
      notices or other communications provided for or permitted hereunder shall be
      made in writing at the respective addresses set forth below or at such other
      address
      as may hereafter be specified in a notice designated as a notice of change
      of
      address under
      this Section 4(c). All notices hereunder shall be given by (a) hand delivery,
      (b) recognized national
      overnight courier service, (c) express, registered or certified mail, postage
      prepaid, return
      receipt requested, or (d) facsimile transmission. Notices and requests shall
      be
      deemed duly
      given: if by hand delivery, when delivered; if by overnight courier or express
      mail, one business
      day after mailing; if by certified or registered mail, four business days after
      mailing; and if
      by
      facsimile, upon receipt of continued transmission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      notices shall be addressed as follows:

     

    If
      to
      Pinpoint Recovery Solutions Corp., at:

     

    Pinpoint
      Recovery Solutions Corp.

    30
      East
      81st
      Street,
      Suite 11E

    New
      York,
      NY 110028

    Attn:
      Andrew Scott

    Telephone:212-895-3500

    Facsimile:212-895-3783

     

    with
      a
      copy to:

     

    Katten
      Muchin Rosenman LLC

    575
      Madison Avenue

    New
      York,
      NY 10022

    Attn:
      Howard S. Jacobs, Esq.

    Telephone:212-940-8505

    Facsimile:212-894-5505

     

    (d) Successors
      and Assigns. This
      Agreement shall inure to the benefit of and be
      binding upon the successors and assigns of each of the parties, including
      without limitation and
      without the need for an express assignment, subsequent holders of the
      Registrable Securities, subject
      to the terms hereof.

     

    (e) Other
      Registration Rights. Without
      the prior written consent of holders of a
      majority of the shares of Common Stock included in the Registrable Securities,
      the Company will
      not
      grant to any person or entity any right superior to the rights granted to the
      Eligible Holders under this Agreement to require the Company to so register
      or
      qualify any of its securities.\

     

    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall
      be
      deemed to be an original and all of which taken together shall constitute one
      and the same
      agreement.

     

    (g) Headings.
      The
      headings in this Agreement are for convenience of references
      only and shall not limit or otherwise affect the meaning hereof.

     

    (h) Governing
      Law. This
      Agreement shall be governed by and construed in accordance
      with the laws of the State of New York without reference to its conflicts of
      law
provisions.

     

    (i) Severability.
      In
      the
      event that any one or more of the provisions contained herein,
      or the application hereof in any circumstance is held invalid, illegal or
      unenforceable, the validity,
      legality and enforceability of any such provisions in every other respect and
      of
      the remaining provisions contained herein shall not be affected or impaired
      thereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)
      Entire
      Agreement. This
      Agreement is intended by the parties as a final expression
      of their agreement and intended to be a complete and exclusive statement of
      this
agreement
      and understanding of the parties hereto in respect of the subject matter
      contained herein. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or
      referred to herein, concerning the registration rights granted by the Company
      pursuant to this Agreement.

     

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      of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed
      as of the date first written above.

     

    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

     

    By:
      
      
        

      

    

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    [SIGNATURE
      PAGE OF ELIGIBLE HOLDERS]

     

     

    Name
      of
      Individual or Investing Entity:
      ______________________________________________________________

     

    Signature
      of Authorized Signatory of Investing Entity:
      __________________________________________________

     

    Name
      of
      Authorized Signatory:
      ____________________________________________________________________

     

    Title
      of
      Authorized Signatory:
      _____________________________________________________________________