**Exhibit 10.99****REGISTRATION RIGHTS AGREEMENT**          THISREGISTRATION RIGHTS AGREEMENT, dated as of                    ,20     between                     (the“Investor”), and Sedona Corporation, a Pennsylvania corporation (the “Company”).          WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investor ispurchasing from the Company, pursuant to a Common Stock and Warrant Purchase Agreement dated thedate hereof (the “PurchaseAgreement”),                     shares of Common Stock and a Warrant to purchase                    shares of the Company’s Common Stock (the “Warrant Shares”); and          WHEREAS, the Company desires to grant to the Investor the registration rights set forth hereinwith respect to the shares of Common Stock purchased pursuant to the Purchase Agreement and theWarrant Shares (hereinafter referred to as the “Stock” or “Securities” of the Company); and          WHEREAS, capitalized terms not defined herein shall have the meanings ascribed to them in thePurchase Agreement.          NOW, THEREFORE, the parties hereto mutually agree as follows:          Section 1. Registrable Securities. As used herein the term “Registrable Securities”means the Securities until (i) the Registration Statement has been declared effective by theCommission, and all Securities have been disposed of pursuant to the Registration Statement,(ii) all Securities have been sold under circumstances under which all of the applicable conditionsof Rule 144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met,(iii) all Securities have been otherwise transferred to holders who may trade such Securitieswithout restriction under the Securities Act, and the Company has delivered a new certificate orother evidence of ownership for such Securities not bearing a restrictive legend or (iv) such timeas, in the opinion of counsel to the Company, all Securities may be sold without any time, volumeor manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under theSecurities Act. In the event of any merger, reorganization, consolidation, recapitalization orother change in corporate structure affecting the Common Stock, such adjustment shall be deemed tobe made in the definition of “Registrable Securities” as is appropriate in order to prevent anydilution or enlargement of the rights granted pursuant to this Agreement.          Section 2. Restrictions on Transfer. The Investor acknowledges and understands thatprior to the registration of the Securities as provided herein, the Securities are “restrictedsecurities” as defined in Rule 144 promulgated under the Securities Act. The Investor understandsthat no disposition or transfer of the Securities may be made by such Investor in the absence of(i) an opinion of counsel, in form and substance reasonably satisfactory to the Company, that suchtransfer may be made without registration under the Securities Act or (ii) such registration.
 

 
          With a view to making available to the Investor the benefits of Rule 144 under the SecuritiesAct or any other similar rule or regulation of the SEC that may at any time permit the Investor tosell securities of the Company to the public without registration, the Company agrees to use itsreasonable best efforts to:                         (a) comply with the provisions of paragraph (c)(1) of Rule 144; and                         (b) file with the SEC in a timely manner all reports and other documents required to be filedwith the SEC pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to eitherof such sections.          Section 3. Registration Rights With Respect to the Securities.                         (a) The Company agrees that it will use its best efforts to prepare and file with the SEC, assoon as reasonably practicable, a registration statement under the Securities Act (the“Registration Statement”), at the sole expense of the Company (except as provided in Section 3(c)hereof), in respect of the Investor, so as to permit a public offering and resale of the Securitiesunder the Act by the Investor as a selling stockholder and not as an underwriter.                         (b) The Company will maintain the Registration Statement filed under this Section 3 effectiveunder the Securities Act until the earlier of (i) the Securities subject to the RegistrationStatement are no longer Registrable Securities, or (ii) two (2) years from the Effective Date (the“Effectiveness Period”).                         (c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company inconnection with the preparation and filing of the Registration Statement under subparagraph 3(a),and in complying with applicable securities and Blue Sky laws (including, without limitation, allattorney’s fees of the Company), shall be borne by the Company. The Investor shall bear its owncosts of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to theSecurities being registered and the fees and expenses of its counsel. The Investor and its counselshall have a reasonable period, not to exceed five (5) Trading Days, to review the proposedRegistration Statement or any amendment thereto, including a copy of the Company’s proposedresponse to any staff comments, prior to filing with the SEC, and the Company shall provide theInvestor with copies of any comment letters received from the SEC with respect thereto within two(2) Trading Days of receipt thereof and shall communicate any oral advice from the SEC as towhether or not the Registration Statement will be reviewed, and if so, how extensively. So long asno undue effort or expense to the Company is required, the Company shall qualify any of thesecurities for sale in such states as any Investor reasonably designates and shall furnishindemnification in the manner provided in Section 6 hereof. However, the Company shall not berequired to qualify in any state which will require an escrow or other restriction relating to theCompany and/or the sellers, or which will require the Company to qualify to do business in suchstate or require the Company to file therein any general consent to service of process. TheCompany at its expense will supply the Investor with copies of the applicable RegistrationStatement and the prospectus included therein and other related documents in such quantities as maybe reasonably requested by the Investor.
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                         (d) The Company shall not be required by this Section 3 to include any Investor’s Securitiesin any Registration Statement which is to be filed if, in the opinion of the Company, the proposedoffering or other transfer as to which such registration is requested is exempt from applicablefederal and state securities laws and would result in all purchasers or transferees obtainingsecurities which are not “restricted securities”, as defined in Rule 144 under the Securities Act.                         (f) No provision contained herein shall preclude the Company from selling securities pursuantto any Registration Statement in which it is required to include Securities pursuant to thisSection 3.                         (g) If at any time or from time to time after the effective date of any RegistrationStatement, the Company notifies the Investor in writing of the existence of a Potential MaterialEvent (as defined in Section 3(h) below), the Investor shall not offer or sell any Securities orengage in any other transaction involving or relating to Securities, from the time of the giving ofnotice with respect to a Potential Material Event until the Investor receives written notice fromthe Company that such Potential Material Event either has been disclosed to the public or no longerconstitutes a Potential Material Event; provided, however, that the Company may not so suspend suchright to offer or sell any Securities for more than ninety (90) days in the aggregate during anytwelve month period during the period the Registration Statement is required to be in effect. If aPotential Material Event shall occur prior to the date a Registration Statement is required to befiled, then the Company’s obligation to file such Registration Statement shall be delayed for notmore than ninety (90) days.                         (h) “Potential Material Event” means any of the following: (i) the possession by the Companyof material information not ripe for disclosure in a registration statement, if determined in goodfaith by the Chief Executive Officer or the Board of Directors of the Company; or (ii) any materialengagement or activity by the Company which would, in the good faith determination of the ChiefExecutive Officer or the Board of Directors of the Company, be adversely affected by disclosure ina registration statement at such time, which determination shall be accompanied by a good faithdetermination by the Chief Executive Officer or the Board of Directors of the Company that theapplicable Registration Statement might be materially misleading absent the inclusion of suchinformation.                         (i) In connection with any offering under this Section 3 involving an underwriting, theCompany shall not be required to include any Registrable Securities in such underwriting unless theInvestor thereof accepts the terms of the underwriting as agreed upon between the Company and theunderwriters selected by it. If, in the opinion of the managing underwriter, the registration ofall, or part of, the Registrable Securities that the Investor has requested to be included would belikely to materially and adversely affect such public offering, then the Company shall be requiredto include in the underwriting only that number of Registrable Securities, if any, that themanaging underwriter in good faith believes may be sold without causing such adverse effect. Ifthe number of Registrable Securities to be included in the underwriting in accordance with theforegoing is less than the total number of shares that the Investor has requested to be included,the Investor who has requested registration shall participate in the underwriting pro rata basedupon its total ownership of Registrable Securities. If the Investor would thus be entitled toinclude more shares than he requested to be registered,
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the excess shall be allocated among other requesting investors pro rata based upon their totalownership of Registrable Securities.          Section 4. Cooperation with Company. The Investor will cooperate with the Company inall respects in connection with this Agreement, including timely supplying all informationreasonably requested by the Company (which shall include all information regarding the Investor andproposed manner of sale of the Registrable Securities required to be disclosed in any RegistrationStatement) and executing and returning all documents reasonably requested in connection with theregistration and sale of the Registrable Securities and entering into and performing theirobligations under any underwriting agreement, if the offering is an underwritten offering, in usualand customary form, with the managing underwriter or underwriters of such underwritten offering.          Section 5. Registration Procedures. If and whenever the Company is required by anyof the provisions of this Agreement to effect the registration of any of the Registrable Securitiesunder the Securities Act, the Company shall (except as otherwise provided in Section 3(g) andelsewhere in this Agreement), as expeditiously as possible, subject to the Investor’s assistanceand cooperation as reasonably required with respect to each Registration Statement:                         (a) (i) prepare and file with the SEC such amendments and supplements to the RegistrationStatement and the prospectus used in connection therewith as may be necessary to keep suchRegistration Statement effective and to comply with the provisions of the Securities Act withrespect to the sale or other disposition of all securities covered by such registration statementwhenever the Investor shall desire to sell or otherwise dispose of the same (including prospectussupplements with respect to the sales of securities from time to time in connection with aregistration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take alllawful action such that each of (A) the Registration Statement and any amendment thereto does not,when it becomes effective, contain an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements therein, in lightof the circumstances under which they were made, not misleading and (B) the prospectus forming partof the Registration Statement, and any amendment or supplement thereto, does not at any time duringthe Registration Period include an untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading;                         (b) (i) prior to the filing with the SEC of any Registration Statement (including anyamendments thereto) and the distribution or delivery of any prospectus (including any supplementsthereto), provide draft copies thereof to the Investor as required by Section 3(c) and (ii) furnishto the Investor such numbers of copies of a prospectus including a preliminary prospectus or anyamendment or supplement to any prospectus, as applicable, in conformity with the requirements ofthe Securities Act, and such other documents, as the Investor may reasonably request in order tofacilitate the public sale or other disposition of the securities owned by the Investor;                         (c) register and qualify the Registrable Securities covered by the Registration Statementunder such other securities or Blue Sky laws of such jurisdictions as the
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Investor shall reasonably request (subject to the limitations set forth in Section 3(c)above), and do any and all other acts and things which, on the Company’s part, may be necessary oradvisable to enable the Investor to consummate the public sale or other disposition in suchjurisdiction of the securities owned by such Investor;                         (d) list such Registrable Securities on the Principal Market, if the listing of suchRegistrable Securities is then permitted and required under the rules of such Principal Market;                         (e) notify the Investor at any time when a prospectus relating thereto covered by theRegistration Statement is required to be delivered under the Securities Act, of the happening ofany event of which it has knowledge as a result of which the prospectus included in theRegistration Statement, as then in effect, includes an untrue statement of a material fact or omitsto state a material fact required to be stated therein or necessary to make the statements thereinnot misleading in the light of the circumstances then existing, and the Company shall prepare andfile a curative amendment under Section 5(a) as quickly as commercially possible;                         (f) as promptly as practicable after becoming aware of such event, notify the Investor whoholds Registrable Securities being sold (or, in the event of an underwritten offering, the managingunderwriters) of the issuance by the SEC of any stop order or other suspension of the effectivenessof the Registration Statement at the earliest possible time and take all lawful action to effectthe withdrawal, recession or removal of such stop order or other suspension;                         (g) cooperate with the Investor to facilitate the timely preparation and delivery ofcertificates for the Registrable Securities to be offered pursuant to the Registration Statementand enable such certificates for the Registrable Securities to be in such denominations or amounts,as the case may be, as the Investor reasonably may request and registered in such names as theInvestor may request; and, within five (5) Trading Days after a Registration Statement whichincludes Registrable Securities is declared effective by the Commission, deliver and cause legalcounsel selected by the Company to deliver to the transfer agent for the Registrable Securities(with copies to the Investor) an appropriate instruction and, to the extent necessary, an opinionof such counsel;                         (h) take all such other lawful actions reasonably necessary, on the part of the Company, toexpedite and facilitate the disposition by the Investor of their Registrable Securities inaccordance with the intended methods therefor provided in the prospectus which are customary forissuers to perform under the circumstances; and                         (i) maintain a transfer agent and registrar for its Common Stock.          Section 6. Indemnification.                         (a) To the maximum extent permitted by law, the Company agrees to indemnify and hold harmlessthe Investor, the underwriter of the Investor’s Registrable Shares
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and each person, if any, who controls the Investor or underwriter within the meaning of theSecurities Act (each a “Distributing Investor”) against any losses, claims, damages or liabilities,joint or several (which shall, for all purposes of this Agreement, include, but not be limited to,all reasonable costs of defense and investigation and all reasonable attorneys’ fees and expenses),to which the Distributing Investor may become subject, under the Securities Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out ofor are based upon any untrue statement or alleged untrue statement of any material fact containedin any Registration Statement, or any related final prospectus or amendment or supplement thereto,or arise out of or are based upon the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein not misleading; provided,however, that the Company will not be liable in any such case to the extent, and only to theextent, that any such loss, claim, damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission made in such RegistrationStatement, preliminary prospectus, final prospectus or amendment or supplement thereto in relianceupon, and in conformity with, written information furnished to the Company by the DistributingInvestor, its counsel, affiliates or any underwriter, specifically for use in the preparationthereof.                         (b) To the maximum extent permitted by law, the Investor agrees that it will indemnify andhold harmless the Company, each officer and director of the Company, each underwriter and eachperson, if any, who controls the Company or any such underwriter within the meaning of theSecurities Act, against any losses, claims, damages or liabilities (which shall, for all purposesof this Agreement, include, but not be limited to, all reasonable costs of defense andinvestigation and all reasonable attorneys’ fees and expenses) to which the Company, any suchunderwriter or any such officer, director or controlling person of the Company or any suchunderwriter may become subject under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon anyuntrue statement or alleged untrue statement of any material fact contained in any RegistrationStatement, or any related final prospectus or amendment or supplement thereto, or arise out of orare based upon the omission or the alleged omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading, but in each case only tothe extent that such untrue statement or alleged untrue statement or omission or alleged omissionwas made in such Registration Statement, final prospectus or amendment or supplement thereto inreliance upon, and in conformity with, written information furnished to the Company by suchInvestor, its counsel or affiliates, specifically for use in the preparation thereof.Notwithstanding anything to the contrary contained herein, the Investor shall not be liable underthis Section 6(b) for any amount that exceeds the gross proceeds to the Investor as a result of thesale of Registrable Securities pursuant to the Registration Statement. This indemnity agreementwill be in addition to any liability which the Investor may otherwise have and is not a limitationon any other indemnity obligation of the Investor to the Company.                         (c) Promptly after receipt by an indemnified party under this Section 6 of notice of thecommencement of any action against such indemnified party, such indemnified party will, if a claimin respect thereof is to be made against the indemnifying party under this Section 6, notify theindemnifying party in writing of the commencement thereof; but the omission so to notify theindemnifying party will not relieve the indemnifying party from any liability which it may have toany indemnified party except to the extent the failure of the
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indemnified party to provide such written notification actually prejudices the ability of theindemnifying party to defend such action. In case any such action is brought against anyindemnified party, and it notifies the indemnifying party of the commencement thereof, theindemnifying party will be entitled to participate in, and, to the extent that it may wish, jointlywith any other indemnifying party similarly notified, assume the defense thereof, subject to theprovisions herein stated and after notice from the indemnifying party to such indemnified party ofits election to assume the defense thereof, the indemnifying party will not be liable to suchindemnified party under this Section 6 for any legal or other expenses subsequently incurred bysuch indemnified party in connection with the defense thereof other than reasonable costs ofinvestigation, unless the indemnifying party shall not pursue the action to its final conclusion.The indemnified parties as a group shall have the right to employ one separate counsel in any suchaction and to participate in the defense thereof, but the fees and expenses of such counsel shallnot be at the expense of the indemnifying party if the indemnifying party has assumed the defenseof the action with counsel reasonably satisfactory to the indemnified party unless (i) theemployment of such counsel has been specifically authorized in writing by the indemnifying party,or (ii) the named parties to any such action (including any impleaded parties) include both theindemnified party and the indemnifying party and the indemnified party shall have been advised byits counsel that there may be one or more legal defenses available to the indemnifying partydifferent from or in conflict with any legal defenses which may be available to the indemnifiedparty or any other indemnified party (in which case the indemnifying party shall not have the rightto assume the defense of such action on behalf of such indemnified party, it being understood,however, that the indemnifying party shall, in connection with any one such action or separate butsubstantially similar or related actions in the same jurisdiction arising out of the same generalallegations or circumstances, be liable only for the reasonable fees and expenses of one separatefirm of attorneys for the indemnified party, which firm shall be designated in writing by theindemnified party). No settlement of any action against an indemnified party shall be made withoutthe prior written consent of the indemnified party, which consent shall not be unreasonablywithheld so long as such settlement includes a full release of claims against the indemnifiedparty, and no indemnified party shall consent to entry of any judgment or settle any claim orlitigation without the prior written consent of the indemnifying party.          Section 7. Contribution. In order to provide for just and equitable contributionunder the Securities Act in any case in which (i) the indemnified party makes a claim forindemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a finaljudgment or decree by a court of competent jurisdiction and the expiration of time to appeal or thedenial of the last right of appeal) that such indemnification may not be enforced in such casenotwithstanding the fact that the express provisions of Section 6 hereof provide forindemnification in such case, or (ii) contribution under the Securities Act may be required on thepart of any indemnified party, then the Company and the applicable Distributing Investor shallcontribute to the aggregate losses, claims, damages or liabilities to which they may be subject(which shall, for all purposes of this Agreement, include, but not be limited to, all reasonablecosts of defense and investigation and all reasonable attorneys’ fees and expenses), in either suchcase (after contribution from others) on the basis of relative fault as well as any other relevantequitable considerations. The relative fault shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by the Company on the onehand or the applicable Distributing Investor on the other hand, and the parties’ relative intent,
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knowledge, access to information and opportunity to correct or prevent such statement oromission. The Company and the Distributing Investor agree that it would not be just and equitableif contribution pursuant to this Section 7 were determined by pro rata allocation or by any othermethod of allocation which does not take account of the equitable considerations referred to inthis Section 7. The amount paid or payable by an indemnified party as a result of the losses,claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7shall be deemed to include any legal or other expenses reasonably incurred by such indemnifiedparty in connection with investigating or defending any such action or claim. No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from any person who was not guilty of such fraudulent misrepresentation.          Notwithstanding any other provision of this Section 7, in no event shall any Investor berequired to undertake liability to any person under this Section 7 for any amounts in excess of thedollar amount of the gross proceeds received by such Investor from the sale of such Investor’sRegistrable Securities pursuant to any Registration Statement under which such RegistrableSecurities are registered under the Securities Act.          Section 8. Notices. All notices, demands, requests, consents, approvals, and othercommunications required or permitted hereunder shall be in writing and, unless otherwise specifiedherein, shall be delivered as provided in the Purchase Agreement.          Section 9. Amendments and Waivers. This Agreement may be modified by the Companyfrom time to time to cure any ambiguity or correct or supplement any provision contained hereinwhich may be defective or inconsistent with any other provision herein, or to make any otherprovisions in regard to matters or questions arising hereunder which the Company may deem necessaryor desirable and which shall not materially adversely affect the interest of the Investor and, inaddition, the Company may modify, supplement, or alter this Agreement at any time with the writtenconsent of the Investor.          Section 10. Assignment. This Agreement is binding upon and inures to the benefit ofthe parties hereto and their respective heirs, successors and permitted assigns. The rights grantedthe Investor under this Agreement may be assigned upon the written consent of the Company only aspermitted by the Purchase Agreement.          Section 11. Additional Covenants of the Company. The Company agrees it shall fileall reports and information required to be filed by it with the SEC in a timely manner and take allsuch other action so as to maintain such eligibility for the use of the appropriate RegistrationStatement for such purpose.          Section 12. No Registration of Warrant. The registration rights contained hereinapply only to the shares of Common Stock, and the Company shall never be obligated to register theWarrant.          Section 13. Counterparts/Facsimile. This Agreement may be executed in two or morecounterparts, each of which shall constitute an original, but all of which, when together shallconstitute but one and the same instrument, and shall become effective when one or more
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counterparts have been signed by each party hereto and delivered to the other parties. Inlieu of the original, a facsimile transmission or copy of the original shall be as effective andenforceable as the original.          Section 14. Remedies; Severability. The remedies provided in this Agreement arecumulative and not exclusive of any remedies provided by law. If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forthherein shall remain in full force and effect and shall in no way be affected, impaired orinvalidated, and the parties hereto shall use their best efforts to find and employ an alternativemeans to achieve the same or substantially the same result as that contemplated by such term,provision, covenant or restriction.          Section 15. Headings. The headings in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of this Agreement.          Section 16. Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the Commonwealth of Pennsylvania without regard to the choice of law orconflicts of law provisions thereof. Each of the parties hereto hereby irrevocably andunconditionally consents to submit to the non-exclusive jurisdiction of the courts of theCommonwealth of Pennsylvania and of the United States of America, located in the Commonwealth ofPennsylvania, for any action, proceeding or investigation in any court or before any governmentalauthority (“Litigation”) arising out of or relating to this Agreement and the transactionscontemplated hereby, and further agrees that service of any process, summons, notice or document byU.S. registered mail to its respective address set forth in the Purchase Agreement shall beeffective service of process for any Litigation brought against it in any such court. Each of theparties hereto hereby irrevocably and unconditionally waives any objection to the laying of venueof any Litigation arising out of this Agreement or the transaction contemplated hereby in thecourts of the Commonwealth of Pennsylvania or the United States of America, located in theCommonwealth of Pennsylvania, and hereby further irrevocably and unconditionally waives and agreesnot to plead or claim in any such court that any such Litigation brought in any such court has beenbrought in an inconvenient forum.
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          IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to beduly executed, on the day and year first above written.           **SEDONA CORPORATION**           By:                 Anita M. Primo      Vice President and Chief Financial Officer             By:                 Name:                 Title: Investor  
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