Registration Rights Agreement



 Exhibit 10.4 
 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (the
“Agreement”) is made and entered into as of 21st day of July, 2006 by and among
InterSearch Group, Inc., a corporation organized and existing under the laws of the State of Florida (“InterSearch” or the “Company”), and CapitalSouth Partners Fund I Limited Partnership,
a North Carolina limited partnership (“CapitalSouth I”), CapitalSouth Partners Fund II, L.P., a North Carolina limited partnership (“CapitalSouth II”) and Harbert Mezzanine Partners II SBIC, L.P. , a
Delaware limited partnership (“Harbert,” and collectively with CapitalSouth I and CapitalSouth II hereinafter referred to as the “Investors”). Unless defined otherwise, capitalized terms herein shall
have the identical meaning as in the Investment Agreement between the Company and Investors dated as of the date of this Agreement (the “Investment Agreement”). 
 PRELIMINARY STATEMENT 
 WHEREAS, pursuant to the Investment
Agreement, as part of the consideration, Investors shall receive Shares (as defined below); and 
 WHEREAS, the ability of the
Investors to sell the Shares is subject to certain restrictions under the Securities Act; and 
 WHEREAS, as a condition to the
Investment Agreement, the Company has agreed to provide the Investors with a mechanism that will permit such Investors and any Holders (as defined below) successor thereto, subject to any applicable market stand-off agreement, to sell the Shares in
the future. 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements, and subject to the terms
and conditions herein contained, the parties hereto hereby agree as follows: 
 ARTICLE I 
 INCORPORATION BY REFERENCE, SUPERSEDER 
 1.1 Incorporation by Reference. The foregoing recitals and any Exhibits attached hereto and referred to herein, are hereby acknowledged to be true and accurate, and are incorporated herein by this reference. 
 1.2 Superseder. This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the
affairs of the Company, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office. 
 1.3 Definitions. As used herein, the following terms shall have the following meanings: 
  

	 	(a)	 “Black-Out Period” means a period of not more than 15 consecutive Trading Days or an aggregate 45 Trading Days during each year when the Company may
elect, following a determination in good faith and notification to all Holders in 











	 	 
writing that the registration and distribution of Registrable Securities (or offers and sales under any applicable registration statement or related
prospectus) would materially and adversely interfere with any planned or proposed material business combination or transaction involving the Company, or any material pending financing, acquisition, corporate reorganization or any other material
corporate development involving the Company. 


  

	 	(b)	“Holder or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities. 

  

	 	(c)	“Holders’ Representative” means CapitalSouth Partners Fund I Limited Partnership, or any successor in interest hereunder to CapitalSouth I and CapitalSouth II.


  

	 	(d)	“Other Eligible Securities” mean securities of the same class as Registrable Securities held by holders who have “piggy-back” rights similar to those provided
the Holders in Article III to include their securities on an equal or greater priority basis to the Holders in a registration of securities proposed by the Company. 

  

	 	(e)	“Shares” shall mean, collectively, the shares of the Company’s common stock, $0.001 par value, initially issued to the Investors pursuant to the Investment Agreement
and those shares of such common stock initially issuable to any Investor or its permitted assignee upon exercise of the Warrants. 

  

	 	(f)	“Trading Days” mean and include any day on which any of the following is open for business: any securities market, exchange or quotation system (including, without
limitation, any securities exchange, NASDAQ, the over-the-counter market, the “Pink Sheets” or any similar or successor trading venue) on or through which the Company’s securities of the same class as the Registrable Securities is
then listed, traded or quoted. 

 1.4 Other Registration Rights. The Company represents and warrants to each Investor
that Schedule 1.4 hereto completely and accurately describes any and all existing agreements or arrangements pursuant to which registration rights have been granted to any other holders of the Company’s securities, and that, except as described
in Schedule 1.4, no such other rights have been granted or exist. 
 ARTICLE II 
 DEMAND REGISTRATION RIGHTS 
 2.1 “Registrable
Securities” means and includes the Shares. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when (a) they have been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) all Shares that have not otherwise ceased to be Registrable Securities through the application of subsections (a) or (c) of this Section 2.1 are or may be freely
traded without registration during any ninety (90) day period pursuant to Rule 144 under the Securities Act (or any similar provisions that are then in effect), or (c) they have been otherwise transferred and new certificates for them not
bearing a restrictive legend have been 

  

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issued by the Company, the Company shall not have “stop transfer” instructions against them, and such securities are freely saleable by the holders
thereof without registration or any restriction under applicable securities laws 
 2.2 Registration of Registrable Securities. The
Company shall prepare and file within thirty (30) days following the timely filing of the Company’s next Form 10-Q (the “Filing Date”) a registration statement covering the resale of such number of Registrable
Securities as each Holder shall elect by written notice to the Company, and absent such election, covering the resale of all of the Shares of the Registrable Securities. The Company shall use its reasonable best efforts to cause the registration
statement to be declared effective by the SEC by 90 days following the timely filing of the Company’s next Form 10-Q as may be extended only (i) for such time as is necessary for the Company to respond to one or more sets of comments by
the SEC, and (ii) so long as the Company takes all action within its control with the cooperation of its legal counsel to respond to the SEC within 10 days of receipt of any such comments (as so extended, the “Required Effectiveness
Date”). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the registration statement not relate to the maximum number of Registrable
Securities acquired by (or potentially acquirable by) any Holder, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Securities Act, where applicable) relating to such
Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the registration statement. 
 2.3 Demand Registration. Subject to the limitations of Section 2.2, at any time and from time to time, a Holder or Holders holding at least
1,000,000 shares of Registrable Securities may request the registration under the Securities Act of all or part of the Registrable Shares then outstanding (provided that all Holders may exercise this right collectively no more than two times in the
aggregate). Subject to the conditions of Section 3, the Company shall use its best efforts to file such registration statement under the Securities Act as promptly as practicable after the date any such request is received by the Company and to
cause such registration statement to be declared effective. The Company shall notify all Holders requesting such registration promptly when any such registration statement has been declared effective. 
 2.4 Registration Statement Form. Registrations under Section 2.2 and 2.3 shall be on the appropriate registration form of the SEC as shall
permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the registration statement; provided, however, such intended method of disposition shall not include an underwritten
offering of the Registrable Securities. 
 2.5 Expenses. The Company will pay all registration expenses (“Registration
Expenses”) in connection with any registration required by under Sections 2.2, 2.3 and 3.1 regardless of whether such registration is consummated (except as provided in Section 2.6). Registration Expenses shall include,
without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any trading market on which application is made to list the Registrable
Securities for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable 

  

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Securities and of printing prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company,
(v) Securities Act liability insurance, if the Company so desires such insurance, (vi) up to $10,000 of fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by
this Agreement and (vii) the fees and expenses of up to one counsel for the Holders selected by a majority in interest of the Registrable Securities to be included in such offering, but excluding any underwriting discounts and commissions
relating to the Registrable Securities included in such offering. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange. 
 2.6 Effective Registration Statement. A registration requested pursuant to Section 2.2
shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect
thereto solely by reason of the refusal to proceed of any Holder (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated
to such Holder) shall be deemed to have been effected by the Company unless the Holders of the Registrable Securities shall have elected to pay all registration expenses in connection with such registration, (ii) if, after it has become
effective, such registration becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason or (iii) if, after it has become effective, such registration
ceases to be effective or the Company exercises its right to suspend sales thereunder for more than the allowable Black-Out Periods. 
 2.7
Plan Of Distribution. The Company hereby agrees that the registration statement shall include a plan of distribution section reasonably acceptable to the Holders. 
 ARTICLE III 
 INCIDENTAL REGISTRATION RIGHTS 
 3.1 Right To Include (“Piggy-Back”) Registrable Securities. Provided that the Registrable Securities have not been registered, if
at any time after the date hereof, the Company proposes to register any of its securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable
Securities for sale to the public, on Form S-8, or any successor form thereto, on Form S-4, or any successor form thereto and other than pursuant to Section 2), whether or not on an underwritten basis (either best-efforts or firm-commitment),
then, the Company will each such time give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Section 3.1. Upon the written request of any such Holders made within ten (10) days after
the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its
commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities, to the extent requisite to 

  

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permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities so to be registered, by inclusion of
such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that if, at any time after written notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of
such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation
to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder or Holders entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in
the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall
relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this
Section 3.1. The right provided the Holders pursuant to this Section shall be exercisable at their sole discretion and will in no way limit any of the Company’s obligations to pay any Registration Expenses associated with any such proposed
or effected registration under this Section 3.1 according to their terms. 
 3.2 Priority In Incidental Registrations. If
the managing underwriter of any underwritten offering contemplated by this Section 3 shall inform the Company and Holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested
to be included in such registration exceeds the number which can be sold in such offering, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first
securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and Other Eligible Securities, apportioned pro rata among the selling Holders and holders requesting inclusion of Other Eligible
Securities based on the number of Registrable Securities held by all selling Holders and such other participating holders of Other Eligible Securities or in such other proportions as shall mutually be agreed to by all such selling Holders and such
other participating holders of Other Eligible Securities (iii) securities of any such other selling security holders requested to be included in such registration. 
 ARTICLE IV 
 REGISTRATION PROCEDURES 
 4.1 Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities
Act as provided in Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as possible: 
 (i) prepare
and file with the SEC the registration statement, or amendments thereto, to effect such registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and
thereafter use its commercially reasonable best efforts to cause such registration statement to be declared effective by the SEC, as soon as practicable, but in any event no 

  

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later than the Required Effectiveness Date (with respect to a registration pursuant to Section 2.2); provided, however, that before filing such
registration statement or any amendments thereto, the Company will furnish to the counsel selected by the Holders of Registrable Securities which are to be included in such registration, copies of all such documents proposed to be filed; 

(ii) with respect to any registration statement pursuant to Section 2.2 or Section 2.3, prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration statement until such time as all of the securities which are the subject of such registration statement cease to be Registrable Securities (such period, in each case, the
“Registration Maintenance Period”); 
 (iii) furnish to each Holder of Registrable Securities covered
by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as
such Holder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Holder; 
 (iv) use its commercially reasonable best efforts to register or qualify all Registrable Securities and other securities covered by such
registration statement under such other U.S. federal or state securities laws or U.S. state blue sky laws as any U.S. Holder shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement
remains in effect, and take any other action which may be reasonably necessary to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder, except that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in
any such jurisdiction; 
 (v) use its commercially reasonable best efforts to cause all Registrable Securities covered by such
registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the U.S. Holder thereof to consummate the disposition of such Registrable Securities; 
 (vi) furnish to each Holder a signed counterpart, addressed to such Holder, and the underwriters, if any, of an opinion of counsel for the
Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and
substance to such Holder) including that 

  

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the prospectus and any prospectus supplement forming a part of the registration statement does not contain an untrue statement of a material fact or omit a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and 
 (vii) notify the Holder and its counsel promptly and confirm such advice in writing promptly after the Company has knowledge thereof:

 (A) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective
amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; 
 (B) of any request by the SEC for amendments or supplements to the registration statement or the prospectus or for additional information;

 (C) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the
initiation of any proceedings by any Person for that purpose; and 
 (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; 
 (viii) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material facts required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder promptly prepare and furnish to
such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; 
 (ix) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest
possible moment; 
 (x) otherwise use its commercially reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar
month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 
  

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 (xi) enter into such agreements and take such other actions as the Holders shall
reasonably request in writing (at the expense of the requesting or benefiting Investors) in order to expedite or facilitate the disposition of such Registrable Securities; and 
 (xii) use its commercially reasonable best efforts to list or otherwise qualify for trading all Registrable Securities covered by such
registration statement on any securities exchange, trading market, quotation system and any other trading venue on which any of the Company’s securities of the same class as the Registrable Securities are then listed or qualified for trading or
quotation. 
 The Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish the
Company such information regarding such Holder and the distribution of such securities as the Company may from time to time reasonably request in writing. 
 4.2 The Company represents and warrants to each Investor that it has obtained all necessary waivers, consents and authorizations necessary to execute this Agreement and consummate the transactions contemplated hereby
other than such waivers, consents and/or authorizations specifically contemplated by the Investment Agreement. 
 4.3 Each Holder agrees
that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in subdivision (viii) of Section 4.1, such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities
pursuant to the registration statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed
by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Registrable Securities current at the time of receipt
of such notice. 
 ARTICLE V 
 UNDERWRITTEN OFFERINGS 
 5.1 Incidental Underwritten Offerings. If the Company at any time proposes to
register any of its securities under the Securities Act as contemplated by Section 3.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities as
provided in Section 3.1 and subject to the provisions of Section 3.2, use its commercially reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the
securities to be distributed by such underwriters. In no event shall any Holder be deemed an underwriter for purposes of this Agreement. 
 5.2 Participation In Underwritten Offerings. No Holder may participate in any underwritten offering under Section 3.1 unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any
underwriting arrangements approved, subject to the terms and conditions hereof, by the Holders of a majority of Registrable Securities to be included in 

  

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such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than
powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any Holder to make a representation or
warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such Holder expressly for use in the related registration statement or customary representations, warranties
or agreements regarding such Holder of Registrable Securities, such Holder’s Registrable Securities and such Holder’s intended method of distribution and any other representation required by law. 
 5.3 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the Holders of Registrable Securities registered under such registration statement, and their respective counsel and accountants, the opportunity to review and/or participate in the preparation of
such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of
the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such Holders’ and such underwriters’ respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act. 
 ARTICLE VI 
 INDEMNIFICATION 
 6.1
Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the Holder of any Registrable Securities
covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter
within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Holder and each such director, officer, underwriter and
controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or 

  

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supplement in reliance upon and in conformity with written information furnished to the Company by such Holder stating that it is for use in the preparation
thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of
the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the final prospectus, as the
same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation
of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such Holder. 
 6.2 Indemnification by the Investor. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to this Agreement, that the Company shall have
received an undertaking satisfactory to it from the Holder of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) the Company, each director of the Company, each
officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, but only if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company through an instrument duly executed by such Holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall
survive the transfer of such securities by such Holder. 
 6.3 Notices Of Claims, Etc. Promptly after receipt by an indemnified party
of notice of the commencement of any action or proceeding involving a claim referred to in Sections 6.1 and Section 6.2, such indemnified party will, if claim in respect thereof is to be made against an indemnifying party, give written notice
to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 6.1 and Section 6.2, except to the
extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent
that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such 

  

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indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such
action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. 
 6.4 Other
Indemnification. Indemnification similar to that specified in Sections 6.1 and Section 6.2 (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities (but only if and to the extent required
pursuant to the terms herein) with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority, other than the Securities Act. 
 6.5 Indemnification Payments. The indemnification required by Sections 6.1 and Section 6.2 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 expense, loss, damage or liability is incurred. 
 6.6 Contribution. If the indemnification provided for in Sections 6.1 and Section 6.2 is unavailable to an indemnified party in respect of any expense, loss, claim, damage or liability referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of the Holder of Registrable Securities or underwriter, as the case may be, on the other in connection with the statements or omissions which resulted in such expense, loss, damage or liability, as
well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holder or underwriter, as the case may be, on the other shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company, by the Holder or by the underwriter and the parties’ relative intent, knowledge, access to information supplied by
the Company, by the Holder or by the underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, provided that the foregoing contribution agreement shall not
inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the provisions of this Article VI, and in no event shall the obligation of any indemnifying party to contribute under this
Section 6.6 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for hereunder had been available under the circumstances. 
 The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6.6 were determined by pro rata
allocation (even if the Holders and any underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the 

  

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immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth herein, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim. 
 Notwithstanding the provisions of this Section 6.6, no Holder or underwriter shall be required to contribute any amount in
excess of the amount by which (i) in the case of any such Holder, the net proceeds received by such holder from the sale of Registrable Securities in the applicable registration statement or (ii) in the case of an underwriter, the total
price at which the Registrable Securities purchased by it and distributed to the public were offered to the public exceeds, in any such case, the amount of any damages that such Holder or underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. 
 ARTICLE VII 
 RULE 144 
 7.1 Rule 144. The Company shall timely file the reports required to be filed
by it under the Securities Act and the Exchange Act (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the SEC under the Securities Act) and the rules
and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder, make publicly available other information) and will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with
the requirements of this Section 7.1. 
 ARTICLE VIII 
 MISCELLANEOUS 
 8.1 Amendments And Waivers. This Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Holder or Holders of
the sum of the fifty-one percent (51%) or more of the shares of (i) Registrable Securities issued at such time, plus (ii) Registrable Securities issuable upon exercise or conversion of the Securities then constituting derivative
securities (if such Securities were not fully exchanged or converted in full as of the date such consent if sought). Each Holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this
Section 8.1, whether or not such Registrable Securities shall have been marked to indicate such consent. 
  

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 8.2 Nominees For Beneficial Owners. In the event that any Registrable Securities are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of Registrable Securities
pursuant to this Agreement or any determination of any number of percentage of shares of Registrable Securities held by a Holder or Holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable
Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner’s beneficial ownership or such Registrable Securities. 
 8.3 Notices. Except as otherwise provided in this Agreement, all notices, requests and other communications to any Person provided for hereunder shall be in writing and shall be given to such Person (a) in
the case of a party hereto other than the Company, addressed to such party in the manner set forth in the Investment Agreement or at such other address as such party shall have furnished to the Company in writing, or (b) in the case of any
other Holder of Registrable Securities, at the address that such Holder shall have furnished to the Company in writing, or, until any such other Holder so furnishes to the Company an address, then to and at the address of the last Holder of such
Registrable Securities who has furnished an address to the Company, or (c) in the case of the Company, at the address set forth on the signature page hereto, to the attention of its President, or at such other address, or to the attention of
such other officer, as the Company shall have furnished to each holder of Registrable Securities at the time outstanding. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mail with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means (including, without limitation, by fax or air courier), when delivered at the address specified above, provided
that any such notice, request or communication shall not be effective until received. 
 8.4 Assignment. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties hereto. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other
than the Company shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities. Each of the Holders of the Registrable Securities agrees, by accepting any portion of the Registrable Securities after the date
hereof, to the provisions of this Agreement including, without limitation, appointment of the Holders’ Representative to act on behalf of such Holder pursuant to the terms hereof which such actions shall be made in the good faith discretion of
the Holders’ Representative and be binding on all persons for all purposes. 
 8.5 Descriptive Headings. The descriptive headings
of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 
 8.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to applicable principles of conflicts of law. 
 8.7 Jurisdiction. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the
parties agree that in any such 

  

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action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the
State or Federal Courts serving the State of Florida. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court. 
 8.8 Entire Agreement. This Agreement
embodies the entire agreement and understanding between the Company and each other party hereto relating to the subject matter hereof and supercedes all prior agreements and understandings relating to such subject matter. 
 8.9 Severability. If any provision of this Agreement, or the application of such provisions to any Person or circumstance, shall be held invalid,
the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby. 
 8.10 Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees. 
 8.11 Preparation of Agreement. This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its
preparation. 
 8.12 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the
exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 
 8.13 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. 
 [SIGNATURES ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the Investor and the Company have as of the date first written above executed
this Agreement. 
  

			
	INTERSEARCH GROUP, INC.
	222 Kearny Street
	Suite 550
	San Francisco, California 94108
	
	  

	By:	 	Daniel O’Donnell
	Title:	 	CEO
	
	INVESTOR
	
	CAPITALSOUTH PARTNERS FUND I LIMITED PARTNERSHIP
		
	By:	 	CapitalSouth Partners, LLC, General Partner
		
	By:	 	  

		 	Joseph B. Alala, President and Manager
	
	CAPITALSOUTH PARTNERS FUND II LIMITED PARTNERSHIP
		
	By:	 	CapitalSouth Partners F-II, LLC, General Partner
		
	By:	 	  

		 	Joseph B. Alala, President and Manager


 [Signature Page to Registration Rights Agreement] 
  

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	HARBERT MEZZANINE PAERNERS II SBIC, L.P.
		
	By:	 	HMP II SBIC GP, LLC
	Its:	 	General Partner


  

					
		 	By:	 	Harbert Mezzanine Partners II GP, LLC
		 	Its:	 	Manager


  

							
		 		 	By:	 	Harbert Mezzanine Manager II, Inc.
		 		 	Its:	 	Sole Manager


  

							
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  



 [Signature Page to Registration Rights Agreement] 
  

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