exv10w75



 





Exhibit 10.75






REGISTRATION RIGHTS AGREEMENT




          REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2007, by and
among Syntax-Brillian Corporation, a Delaware corporation, with headquarters located at 1600 N.
Desert Drive, Tempe, Arizona 85281 (the “Company”), and the warrantholders listed on the
Schedule of Warrantholders attached hereto (each, a “Warrantholder” and collectively, the
“Warrantholders”).




          WHEREAS:




          The Company is issuing and delivering to each Warrantholder a warrant (the “Warrant”)
to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”) (as exercised, the “Warrant Shares”), and the Company has further 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 in respect of the Registrable Securities (as defined below) on
the terms and subject to the conditions set forth herein.




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




          1. Definitions.




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




               (a) “Additional Effectiveness Date” means the date the Additional Registration
Statement is declared effective by the SEC.



               (b) “Additional Effectiveness Deadline” means the earlier of (I) the date which is (i)
in the event that the Additional Registration Statement is not subject to a full review by the SEC,
thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional Filing
Deadline or (ii) in the event that the Additional Registration Statement is subject to a full
review by the SEC, sixty (60) calendar days after the earlier of the Additional Filing Date and the
Additional Filing Deadline and (II) the date which is five (5) Business Days after the Company is
notified by the SEC that no review of the Additional Registration Statement will be made by the
staff of the SEC or that the staff of the SEC has no further comments on the Additional
Registration Statement.



               (c) “Additional Filing Date” means the date on which the Additional Registration
Statement is filed with the SEC.



 









 





               (d) “Additional Filing Deadline” means if Cutback Shares are required to be included
in the Additional Registration Statement, the later of (i) the date sixty (60) days after the date
substantially all of the Registrable Securities registered under the immediately preceding
Registration Statement are sold and (ii) the date six (6) months from the Initial Effectiveness
Date or the last Additional Effectiveness Date, as applicable.



               (e) “Additional Registrable Securities” means, (i) any Cutback Shares not previously
included on a Registration Statement and (ii) any capital stock of the Company issued or issuable
with respect to the Cutback Shares as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise.



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



               (g) “Additional Required Registration Amount” means (I) (i) any Cutback Shares not
previously included on a Registration Statement or (II) such other amount as may be required by the
staff of the SEC pursuant to Rule 415.



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



               (i) “Closing Date” means October 26, 2007.



               (j) “Cutback Shares” means any of the Initial Required Registration Amount or the
Additional Required Registration Amount (without regard to clause (II) in the definition thereof)
of Registrable Securities not included in all Registration Statements previously declared effective
hereunder as a result of a limitation on the maximum number of shares of Common Stock of the
Company permitted to be registered by the staff of the SEC pursuant to Rule 415.



               (k) “Effective Date” means the Initial Effective Date and the Additional Effective
Date, as applicable.



               (l) “Effectiveness Deadline” means the Initial Effectiveness Deadline and the
Additional Effectiveness Deadline, as applicable.



               (m) “Filing Deadline” means the Initial Filing Deadline and the Additional Filing
Deadline, as applicable.



               (n) “Initial Effective Date” means the date that the Initial Registration Statement
has been declared effective by the SEC.



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               (o) “Initial Effectiveness Deadline” means the earlier of (I) the date which is ninety
(90) calendar days after the Closing Date and (II) the date which is five (5) Business Days after
the Company is notified that no review of the Registration Statement will be made by the staff of
the SEC or that the staff of the SEC has no further comments on the Registration Statement.



               (p) “Initial Filing Deadline” means thirty (30) calendar days after the Closing Date.



               (q) “Initial Registrable Securities” means (i) the Warrant Shares issued or issuable
upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable, with
respect to the Warrant Shares and the Warrants as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without regard to any limitations on
exercise of the Warrants.



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



               (s) “Initial Required Registration Amount” means 130% of the number of Warrant Shares
issued and issuable pursuant to the Warrants as of the trading day immediately preceding the
applicable date of determination, all subject to adjustment as provided in Section 2(g).



               (t) “Investor” means a Warrantholder, any transferee or assignee thereof to whom a
Warrantholder assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to
whom a transferee or assignee assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9.



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



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



               (w) “Registrable Securities” means the Initial Registrable Securities and the
Additional Registrable Securities.



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



               (y) “Required Holders” means the holders of at least a majority of the Registrable
Securities.



               (z) “Required Registration Amount” means either the Initial Required Registration
Amount or the Additional Required Registration Amount, as applicable.



               (aa) “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis.



               (bb) “SEC” means the United States Securities and Exchange Commission.



               (cc) “Underwriters” shall mean the underwriters, if any, of the offering being
registered under the 1933 Act.



               (dd) “Underwritten Offering” shall mean a sale of securities of the Company to an
Underwriter or Underwriters for reoffering to the public.



          2. Registration.




               (a) Initial Mandatory Registration. The Company shall use its reasonable best efforts
to prepare, and, as soon as practicable but in no event later than the Initial Filing Deadline,
file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the
Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration,
the Company shall use such other form as is available for such a registration on another
appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(f). The Initial Registration Statement prepared pursuant hereto shall register for
resale at least the number of shares of Common Stock equal to the Initial Required Registration
Amount determined as of the date the Initial Registration Statement is initially filed with the
SEC, subject to adjustment as provided in Section 2(g). The Initial Registration Statement shall
contain the “Plan of Distribution” attached hereto as Annex I. The Company shall use its
reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as
soon as practicable, but in no event later than the Initial Effectiveness Deadline. Promptly and
in no event later than by 9:30 a.m. New York time on the second Business Day following the Initial
Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Initial Registration
Statement.



               (b) Additional Mandatory Registrations. The Company shall use its reasonable best
efforts to prepare, and, as soon as practicable but in no event later than the Additional Filing
Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of
all of the Additional Registrable Securities not previously registered on an Additional
Registration Statement hereunder. To the extent the staff of the SEC does not permit



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the Additional Required Registration Amount to be registered on an Additional Registration
Statement, the Company shall file Additional Registration Statements successively trying to
register on each such Additional Registration Statement the maximum number of remaining Additional
Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC. In the event that Form S-3 is unavailable for such a registration, the Company shall use
such other form as is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section 2(f). Each Additional
Registration Statement prepared pursuant hereto shall register for resale at least that number of
shares of Common Stock equal to the Additional Required Registration Amount as of date the
Additional Registration Statement is initially filed with the SEC. Each Additional Registration
Statement 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
Annex I. The Company shall use its reasonable best efforts to have each Additional
Registration Statement declared effective by the SEC as soon as practicable, but in no event later
than the Additional Effectiveness Deadline. Promptly and in no event later than by 9:30 a.m. New
York time on the second Business Day following the Additional Effective Date, the Company shall
file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in
connection with sales pursuant to such Additional Registration Statement.



               (c) Piggyback Registration.



                    (i) Piggyback Rights. If any time prior to termination of this Agreement, the Company
proposes to file a registration statement with the SEC with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, on convertible
into, equity securities, for its own account or for the account of any stockholder of the Company
(other than a registration statement on Form S-4 or Form S-8 or their successors or any other form
for a limited similar purpose or any registration statement covering only securities proposed to be
issued in exchange for securities or assets of another Person), the Company shall, at least thirty
(30) days prior to such filing, give written notice to all Investors of its intention to do so and,
upon the written request of any Investor or Investors given within twenty (20) days of the receipt
of such notice (which request shall state the intended method of disposition of such Registrable
Securities), the Company shall use its best efforts to cause the Registrable Securities that such
Investor or Investors request the Company to register to be included in such registration and shall
use its reasonable best efforts to cause the managing Underwriter or Underwriters (if any) of a
proposed Underwritten Offering to permit such Registrable Securities to be included in such
registration on the same terms and conditions as any similar securities of the Company, in each
case to the extent necessary to permit their sale or other disposition in accordance with the
intended methods of distribution specified in the request of the Investors; provided that the
Company shall have the right to postpone or withdraw any registration effected pursuant to this
Section 2(c) without obligation to the Investors (any such registration statement which includes
Registrable Securities, a “Piggy-Back Registration Statement”).



                    (ii) Underwritten Offerings. In connection with any Underwritten Offering under this
Section 2(c), the notice to the Investors shall state whether such offering is an



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Underwritten Offering and the Company shall not be required to include any Registrable
Securities in such Underwriting Offering unless the Investors requesting inclusion of such
Registrable Securities accept the terms of the underwriting as reasonably agreed upon between the
Company and the managing Underwriter or Underwriters, selected by the Company. Each Investor that
has requested that Registrable Securities held by it be included in such Registration Statement
shall (together with the Company and the other Investors distributing the securities through such
underwriting) enter into such underwriting agreement as reasonably agreed upon between the Company
and the managing Underwriter or Underwriters. In connection with any Underwritten Offering under
this Section 2(c), if in the reasonable opinion of the managing Underwriter or Underwriters, the
registration of all, or part of, the Registrable Securities requested to be included in such
registration and any other securities to be included in such registration adversely affect the
marketing of the securities offered by the Company or the holders of securities initiating such
registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering
by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested
for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights
shall be reduced first pro rata (on an as-converted, fully-diluted basis and
without giving effect to any exercise limitations contained in the Warrants) in accordance with the
number of securities that each such Person has requested be included in the registration,
regardless of the number of securities held by each such Person, and (ii) in the case of an
Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are
subject to the same registration rights agreement with such Demanding Holder) shall not be cutback
and (B) the Registrable Securities requested for inclusion and any other securities requested for
inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on
an as-converted, fully-diluted basis and without giving effect to any exercise limitations
contained in the Warrants) in accordance with the number of securities that each such Person has
requested be included in the registration, regardless of the number of securities held by each such
Person. If any Investor disapproves of the terms of any such underwriting, it may elect to
withdraw therefrom by written notice to the Company and the managing Underwriter.



               (d) Allocation of Registrable Securities. The initial number of Registrable
Securities included in any Registration Statement and each increase or decrease in the number of
Registrable Securities included therein shall be allocated pro rata among the Investors based on
the number of Registrable Securities held by each Investor at the time the Registration Statement
covering such initial number of Registrable Securities or increase or decrease thereof is declared
effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the
then remaining number of Registrable Securities included in such Registration Statement for such
transferor. 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 Investors, pro rata based on the number
of Registrable Securities then held by such Investors which are covered by such Registration
Statement. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required Holders.



               (e) Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the
right to select one legal counsel to review and oversee any registration pursuant to



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this Section 2 (“Legal Counsel”), which shall be Schulte Roth & Zabel LLP or such
other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel
shall reasonably cooperate with each other in performing the Company’s obligations under this
Agreement.



               (f) Ineligibility for Form S-3. In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form reasonably acceptable to the
Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as
such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the SEC.



               (g) Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is
insufficient to cover all of the Registrable Securities required to be covered by such Registration
Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section
2(d), the Company shall amend the applicable Registration Statement, or file a new Registration
Statement (on the short form available therefor, if applicable), or both, so as to cover at least
the Required Registration Amount as of the trading day immediately preceding the date of the filing
of such amendment or new Registration Statement, in each case, as soon as practicable, but in any
event not later than fifteen (15) days after the necessity therefore arises. The Company shall use
its best efforts to cause such amendment and/or new Registration Statement to become effective as
soon as practicable following the filing thereof. For purposes of the foregoing provision, the
number of shares available under a Registration Statement shall be deemed “insufficient to cover
all of the Registrable Securities” if at any time the number of shares of Common Stock available
for resale under such Registration Statement is less than the number of Registrable Securities.
The calculation set forth in the foregoing sentence shall be made without regard to any limitations
on the exercise of the Warrants and such calculation shall assume that the Warrants are then
exercisable into shares of Common Stock.



               (h) Effect of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement. If (i) a Registration Statement covering all the Registrable Securities required to
be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not
filed with the SEC on or before the respective Filing Deadline (a “Filing Failure”) or (B)
not declared effective by the SEC on or before the respective Effectiveness Deadline (an
“Effectiveness Failure”) or (ii) on any day after the respective Effective Date sales of
all the Registrable Securities included on such Registration Statement cannot be made (other than
during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration
Statement or otherwise (including, without limitation, because of a failure to keep such
Registration Statement effective, to disclose such information as is necessary for sales to be made
pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock
or to maintain the listing of the Common Stock) (a “Maintenance Failure”) 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 underlying shares of Common Stock (which remedy shall not be exclusive of any other
remedies available at law or in equity), (A) the Company shall pay to each holder of



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Registrable Securities relating to such Registration Statement an amount in cash equal to two
percent (2.0%) of the product of (x) Market Price (as such term is defined in the Warrant) of such
Investor’s Registrable Securities included in such Registration Statement and (y) the number of
such Investor’s Registrable Securities included in such Registration Statement, on each of the
following dates: (i) the day of a Filing Failure and on every thirtieth day (pro rated for periods
totaling less than thirty (30) days) thereafter until such Filing Failure is cured; (ii) the day of
an Effectiveness Failure and on every thirtieth day (pro rated for periods totaling less than
thirty (30) days) thereafter until such Effectiveness Failure is cured; and (iii) the initial day
of a Maintenance Failure and on every thirtieth day (pro rated for periods totaling less than
thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a
holder shall be entitled pursuant to this Section 2(h) are referred to herein as “Registration
Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set
forth above and (II) the third Business Day after the event or failure giving rise to the
Registration Delay Payments is cured. In the event the Company fails to make Registration Delay
Payments in a timely manner, 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.



          3. Related Obligations.




          At such time as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2(a), 2(b), 2(c), 2(f) or 2(g), the Company will use its reasonable 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:




               (a) The Company shall submit to the SEC, within three (3) Business Days after the Company is
notified by the SEC that no review of a particular Registration Statement will be made by the staff
of the SEC or that the staff of the SEC 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 48 hours after the submission of such request. The
Company shall use its reasonable best efforts to keep each Registration Statement effective
pursuant to Rule 415 at all times until earlier of (i) the date as of which the Investors may sell
all of the Registrable Securities covered by such Registration Statement without restriction
pursuant to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act or (ii) the date
on which the Investors shall have sold all the Registrable Securities covered by such Registration
Statement (the “Registration Period”). The Company shall use its reasonable best efforts to
ensure that each Registration 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 the case of prospectuses, in the light of the circumstances in which they were made) not
misleading. An Investor shall, as expeditiously as possible after becoming of such event, notify
the Company in the event that such Investor becomes aware that a Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) contains any untrue
statement of a material fact or omits 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



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misleading; provided that this obligation to notify shall only apply with respect to the “Plan
of Distribution” section and the footnote relating to such Investor in the “Selling Stockholder”
section in the Registration Statement (without regards to such Investor’s ownership of shares).



               (b) The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the 1933 Act, as may be necessary to keep such Registration Statement effective at all times 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 seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or
Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (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.



               (c) The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration
Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments
and supplements to all Registration Statements (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 reasonably objects.
The Company shall not submit a request for acceleration of the effectiveness of a Registration
Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which
consent shall not be unreasonably withheld or delayed. The Company shall furnish to Legal Counsel,
without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to any Registration Statement, (ii) promptly after the same
is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by
reference, if requested by an Investor and not otherwise available on the EDGAR system, and all
exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto. The Company
shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to
this Section 3.



               (d) The Company shall furnish to each Investor whose Registrable Securities are included in
any Registration Statement, without charge, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested
by an Investor and not otherwise available on the



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EDGAR system, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
Registration Statement, ten (10) copies of the prospectus included in such Registration Statement
and all amendments and supplements thereto (or such other number of copies as such Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor.



               (e) The Company shall use its reasonable best efforts to (i) register and qualify, unless an
exemption from registration and qualification applies, the resale by Investors 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 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(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 Legal Counsel and each 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 any jurisdiction in the United States or its receipt of actual
notice of the initiation or threatening of any proceeding for such purpose.



               (f) The Company shall notify Legal Counsel and each Investor 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, nonpublic
information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of
such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify
Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal
Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the Company’s reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate. Promptly and in no
event later than by 9:30 a.m. New York City time on the second Business Day following the date any
post-effective amendment has become effective, the Company shall file with the SEC in accordance



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with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement.



               (g) The Company shall use its reasonable best efforts to prevent the issuance of any stop
order or other suspension of effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds 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 for such purpose.



               (h) If any Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter, at the reasonable request of such Investor, the Company
shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as an Investor may reasonably request (i) a letter,
dated such date, from the Company’s independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such
date, of counsel representing the Company for purposes of such Registration Statement, in form,
scope and substance as is customarily given in an underwritten public offering, addressed to the
Investors.



               (i) If any Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter, the Company shall make available for inspection by (i)
such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the
Investors (collectively, the “Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers,
directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree to hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information which the Company
determines in good faith to be confidential, and of which determination the Inspectors are so
notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a
court or government body of competent jurisdiction, or (c) the information in such Records has been
made generally available to the public other than by disclosure in violation of this Agreement.
Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or
by a court or governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and allow the Company, at its expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and any Investor)
shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.



11









 





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



               (k) The Company shall use its reasonable best efforts either to cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange and,
without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for
at least two market makers to register with the National Association of Securities Dealers, Inc.
(“NASD”) as such with respect to such Registrable Securities. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(k).



               (l) The Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and delivery of
certificates if so requested by the Investors (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the Investors may
reasonably request and registered in such names as the Investors may request.



               (m) If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of 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 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 an Investor holding any
Registrable Securities.



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



               (o) The Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered



12









 







thereby, an earnings statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than
the first day of the Company’s fiscal quarter next following the Effective Date of a Registration
Statement.



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



               (q) Within two (2) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.



               (r) Notwithstanding anything to the contrary herein, at any time after the Effective Date, the
Company may delay the disclosure of material, non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the
Company and its counsel, in the best interest of the Company and, upon the advice of counsel to the
Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly
(i) notify the Investors in writing of the existence of material, non-public information giving
rise to a Grace Period in conformity with the provisions of this Section 3(r) (provided that in
each notice the Company will not disclose the content of such material, non-public information to
the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in
writing of the date on which the Grace Period ends; and, provided further, that no Grace Period
shall exceed five (5) consecutive Business Days and during any three hundred sixty five (365) day
period such Grace Periods shall not exceed an aggregate of fifteen (15) Business Days and the first
day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace
Period (each, an “Allowable Grace Period”). For purposes of determining the length of a
Grace Period above, the Grace Period shall begin on and include the date the Investors receive the
notice referred to in clause (i) and shall end on and include the later of the date the Investors
receive the notice referred to in clause (ii) 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. Upon expiration of the Grace Period, the Company shall again be bound by the first
sentence of Section 3(f) with respect to the information giving rise thereto unless such material,
non-public information is no longer applicable. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Warrantholder Rights Agreement in connection
with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale, and delivered a copy of the prospectus included as part of the applicable
Registration Statement, prior to the Investor’s receipt of the notice of a Grace Period and for
which the Investor has not yet settled.



               (s) Neither the Company nor any subsidiary or affiliate thereof shall identify any Investor as
an underwriter in any public disclosure or filing with the SEC or any Principal Market (as defined
in the Warrant) or Eligible Market (as defined in the Warrant) and any Investor being deemed an
underwriter by the SEC shall not relieve the Company of any



13









 







obligations it has under this Agreement or any other Transaction Document (as defined in the
Warrant); provided, however, that the foregoing shall not prohibit the Company from
including the disclosure found in the “Plan of Distribution” section attached hereto as Annex
I in the Registration Statement.



          4. Obligations of the Investors.




               (a) At least five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor in writing of the information the
Company requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete any registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor 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 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.



               (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such Investor has notified
the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable
Securities from such Registration Statement.



               (c) Each Investor 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 Investor will
immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the
supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of 3(f) or
receipt of notice that no supplement or amendment is required.



               (d) Each Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales
of Registrable Securities pursuant to the Registration Statement.



          5. 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, and fees and disbursements of counsel for the Company shall be paid by the Company.
Notwithstanding anything to the contrary contained herein, each holder of Registrable Securities
being registered shall pay all commissions, placement agent fees and underwriting discounts and
commissions with respect to any Registrable Securities sold by it; provided that the Company shall
also reimburse the Investors for the reasonable fees and



14









 






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 $20,000 for each
such registration, filing or qualification.




          6. Indemnification.




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




               (a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Investor, the directors, officers, partners, members, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees,
amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred
in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein 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 the light of the circumstances under which
the statements therein were made, not misleading, (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 or (iv) any violation of this Agreement
(the matters in the foregoing clauses (i) through (iv) 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 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 the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and
(ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written



15









 




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 the Registrable Securities by
the Investors pursuant to Section 9.




               (b) In connection with any Registration Statement in which an Investor is participating, each
such Investor 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 or
on behalf of such Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably
incurred by an Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further, however, that an
Investor 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 Investor as a result of the 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 the Registrable Securities by the Investors pursuant to Section 9.



               (c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than
one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of the Indemnified Person or the Indemnified Party, as the case may
be, the representation by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in
such proceeding. In the case of an Indemnified Person, legal counsel referred to in the
immediately preceding sentence shall be selected by the Investors holding at least a majority in
interest of the Registrable Securities included in the Registration Statement to which the Claim
relates. The Indemnified



16









 







Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or Claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written consent, provided,
however, that 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, 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 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
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.



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



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



          7. Contribution.




          To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no 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 (ii) 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 pursuant to such Registration
Statement.




17









 








          8. Reports Under the 1934 Act.




          With a view to making available to the Investors 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
Investors to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees to:




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



               (b) file with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and



               (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the
Company not obtainable via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.



          9. Assignment of Registration Rights.




          The rights under this Agreement shall be automatically assignable by the Investors to any
transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment; (ii) the
Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the securities with
respect to which such registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities by the transferee
or assignee is restricted under the 1933 Act and applicable state securities laws; (iv) at or
before the time the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein; and (v) such transfer shall have been made in accordance with the
applicable requirements of the Warrantholder Rights Agreement.




          10. Amendment of Registration Rights.




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



18









 






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.




          11. Miscellaneous.




               (a) 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
the record owner of such Registrable Securities.



               (b) 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); or (iii) one Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



               If to the Company:




                         Syntax-Brillian Corporation

                         1600 N. Desert Drive

                         Tempe, Arizona 85281

                         Attention: General Counsel, Chief Financial Officer and Treasurer

                         Telecopier: 602-389-8869




               with a copy to:




                         Greenberg Traurig, LLP

                         2375 E. Camelback Road, Suite 700

                         Phoenix, AZ 85016

                         Attention: Robert S. Kant, Esq.

                         Telecopier: 602-445-8100




               If to Legal Counsel:




                         Schulte Roth & Zabel LLP

                         919 Third Avenue

                         New York, New York 10022

                         Attention: Frederic L. Ragucci, Esq.

                         Telecopier: (212) 593-5955



If to a Warrantholder, to its address and facsimile number set forth on the Schedule of
Warrantholders attached hereto, with copies to such Warrantholder’s representatives as set forth




19









 







on the Schedule of Warrantholders, or to such other address and/or facsimile number 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 containing the time,
date, recipient facsimile number and an image of the first page of such transmission 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.




               (c) 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.



               (d) All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in The City of New York, Borough of Manhattan, 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, 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.



               (e) This Agreement, the other Transaction Documents and the instruments referenced herein and
therein 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. This Agreement, the other Transaction Documents
and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.



               (f) Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and
be binding upon the permitted successors and assigns of each of the parties hereto.



20









 





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



               (h) This Agreement may be executed in 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 of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



               (i) 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.



               (j) All consents and other determinations required to be made by the Investors pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by the Required
Holders, determined as if all of the Warrants held by Investors then outstanding have been
exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.



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



               (l) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



               (m) If any provision of this Agreement is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Agreement so long as this
Agreement as so modified continues to express, without material change, the original intentions of
the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits
that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s).



               (n) The obligations of each Warrantholder hereunder are several and not joint with the
obligations of any other Warrantholder, and no provision of this Agreement is intended to confer
any obligations on any Warrantholder vis-à-vis any other Warrantholder. Nothing contained herein,
and no action taken by any Warrantholder pursuant hereto, shall be



21









 







deemed to constitute the Warrantholders as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Warrantholders are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated herein.



               (o) This Agreement and all obligations hereunder other than Sections 2(h) and 6(a) hereunder
shall terminate upon the earliest to occur of (i) the expiration of the Warrant, (ii) the date on
which the Registrable Securities may be resold by the Investors under Rule 144(k) under the 1933
Act or any other rule of similar effect, or (iii) all of the Registrable Securities have been sold
pursuant to a registration statement.



******





22









 








          IN WITNESS WHEREOF, each Warrantholder 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:



SYNTAX-BRILLIAN CORPORATION

 	 
	 	By:  	
/s/ John S. Hodgson 	 
	 	 	Name:  	John S. Hodgson 	 
	 	 	Title:  	Executive Vice President, Chief Financial
Officer and Treasurer 	 



 









 







          IN
WITNESS WHEREOF, each Warrantholder 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.




	 	 	 	 	 
	 	WARRANTHOLDERS:



SILVER POINT CAPITAL, L.P.

 	 
	 	By:  	/s/ Edward A. Mulé 	 
	 	 	Name:  	Edward A. Mulé 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








          IN
WITNESS WHEREOF, each Warrantholder 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.




	 	 	 	 	 
	 	WARRANTHOLDERS:



SPCP GROUP, L.L.C.

 	 
	 	By:  	/s/ Edward A. Mulé 	 
	 	 	Name:  	Edward A. Mulé 	 
	 	 	Title:  	Authorized Signatory 	 
	 




[Signature Page to Registration Rights Agreement]




 









 








          IN WITNESS WHEREOF, each Warrantholder 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.




	 	 	 	 	 
	 	WARRANTHOLDERS:



SPCP GROUP III LLC

 	 
	 	By:  	/s/ Edward A. Mulé 	 
	 	 	Name:  	Edward A. Mulé 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Registration Rights Agreement]




 









 








SCHEDULE OF WARRANTHOLDERS




	 	 	 	 	 
	 	 	 	 	Warrantholder’s Representative’s
	 	 	Warrantholder Address	 	Address
	Warrantholder	 	and Facsimile Number	 	and Facsimile Number
	 
	 	 	 	 
	Silver Point Capital, L.P.

	 	c/o Silver Point Finance, LLC
	 	Schulte Roth & Zabel LLP
	 

	 	Two Greenwich Plaza
	 	919 Third Avenue
	 

	 	Greenwich, Connecticut 06830
	 	New York, New York 10022
	 

	 	Attention: Tim Skoufis, Account Manager
	 	Attention: Frederic L. Ragucci, Esq.
	 

	 	Facsimile: (203) 542-4550
	 	Facsimile: (212) 593-5955
	 

	 	 	 	Telephone: (212) 756-2000
	 
	 	 	 	 
	SPCP Group, L.L.C.

	 	c/o Silver Point Finance, LLC
	 	Schulte Roth & Zabel LLP
	 

	 	Two Greenwich Plaza
	 	919 Third Avenue
	 

	 	Greenwich, Connecticut 06830
	 	New York, New York 10022
	 

	 	Attention: Tim Skoufis, Account Manager
	 	Attention: Frederic L. Ragucci, Esq.
	 

	 	Facsimile: (203) 542-4550
	 	Facsimile: (212) 593-5955
	 

	 	 	 	Telephone: (212) 756-2000
	 
	 	 	 	 
	SPCP Group III LLC,

	 	c/o Silver Point Finance, LLC
	 	Schulte Roth & Zabel LLP
	 

	 	Two Greenwich Plaza
	 	919 Third Avenue
	 

	 	Greenwich, Connecticut 06830
	 	New York, New York 10022
	 

	 	Attention: Tim Skoufis, Account Manager
	 	Attention: Frederic L. Ragucci, Esq.
	 

	 	Facsimile: (203) 542-4550
	 	Facsimile: (212) 593-5955
	 

	 	 	 	Telephone: (212) 756-2000






[Signature Page to Registration Rights Agreement]




 









 








EXHIBIT A




FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT




[Transfer Agent]

[Address]

Attention:




Re: Syntax-Brillian Corporation




Ladies and Gentlemen:




          We are counsel to Syntax-Brillian Corporation, a Delaware corporation (the “Company”), and
have represented the Company in connection with that certain Warrantholder Rights Agreement, dated
as of October [     ], 2007 (the “Agreement”), entered into by and among the Company, [     ]
(the “Holder”) pursuant to which the Company issued to the Holder shares of the Company’s Common
Stock, par value $0.001 per share (the “Common Stock”) and warrants exercisable for shares of
Common Stock (the “Warrants”). Pursuant to the Agreement, the Company also has entered into a
Registration Rights Agreement with the Holder and its successors and assigns (the “Warrantholders”)
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the resale of the Registrable Securities (as defined in the Registration Rights
Agreement), including the shares of Common Stock issuable upon exercise of the Warrants under the
Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations
under the Registration Rights Agreement, on ___, 2007, the Company filed a
Registration Statement on Form S-3 (File No. 333-___) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which
names each of the Warrantholders as a selling stockholder thereunder.




          In connection with the foregoing, we advise you that a member of the SEC’s staff has advised
us by telephone that the SEC has entered an order declaring the Registration Statement effective
under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending
its effectiveness has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC.




          When issued and delivered by the Company as described in the prospectus included in the
Registration Statement, the Registrable Securities may be issued free of restrictive legends as
contemplated by the 1933 Act.




	 	 	 	 	 
	 	Very truly yours,



[ISSUER’S COUNSEL]

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



CC: [LIST NAMES OF HOLDERS]





A-1









 








ANNEX I




PLAN OF DISTRIBUTION





     We are registering the shares of common stock issuable upon exercise of the warrants to permit
the resale of these shares of common stock by the holders of the warrants 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 beneficially
owned 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, through




	 	•	 	any national securities exchange or quotation service on which the securities may be
listed or quoted at the time of sale;
	 
	 	•	 	the over-the-counter market;
	 
	 	•	 	transactions otherwise than on these exchanges or systems or in the over-the-counter
market;
	 
	 	•	 	the writing 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;
	 
	 	•	 	sales pursuant to Rule 144;
	 
	 	•	 	transactions in which broker-dealers may agree with the selling securityholders to
sell a specified number of such shares at a stipulated price per share;




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	 	•	 	a combination of any such methods of sale; and
	 
	 	•	 	any other method permitted pursuant to applicable law.





     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 of 1933, as amended, 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.



     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 reallowed or paid to broker-dealers.



     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.



I-3









 





     There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the shelf 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, 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. 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, including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however,
that 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.



          Once sold under the shelf 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.




I-4