exv10w20



 





Exhibit 10.20




EXHIBIT A




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) between Innuity, Inc., a Utah
corporation (the “Company”), and Acquirint, LLC, a Nevada limited liability company (the “Seller”)
takes effect on December 22, 2006.



RECITALS





	A.	 	This Agreement is being executed and delivered in satisfaction of Section 6.2(g) to the Asset
Purchase Agreement of even date between the Company and the Seller (“Purchase Agreement”).






	B.	 	Capitalized terms used but not defined in this Agreement will have the meanings ascribed to
them in the Purchase Agreement.





AGREEMENT




     In consideration of the above recital and the promises set forth in this Agreement, the
Parties agree as follows:




	1.	 	Definitions. As used in this Agreement, the following terms will have the following
meanings:
	 
	 	 	“Black Out Period” has the meaning set forth in Section 2(a).
	 
	 	 	“Commission” means the Securities and Exchange Commission.
	 
	 	 	“Common Stock” means shares of the Company’s common stock, par value $0.00025 per share.
	 
	 	 	“Effectiveness Date” means with respect to the Registration Statement required to be filed
hereunder, a date no later than 180 days following the date of this Agreement.
	 
	 	 	“Effectiveness Period” means the earliest date when (i) all of the Registrable Securities
have been sold, (ii) all the Registrable Securities may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant to Rule
144(k), as determined by counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Company’s transfer agent and the affected Holders,
or (iii) three years from the date of this Agreement.
	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.





 









 






	 	 	“Holder” or “Holders” means the Seller or any of its Affiliates or transferees to the extent
any of them hold Registrable Securities, other than those purchasing Registrable Securities
in a market transaction.
	 
	 	 	“Indemnified Party” has the meaning set forth in Section 5(c).
	 
	 	 	“Indemnifying Party” has the meaning set forth in Section 5(c).
	 
	 	 	“Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.
	 
	 	 	“Prospectus” means the prospectus included in the Registration Statement (including a
prospectus that includes any information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.
	 
	 	 	“Purchase Agreement” has the meaning set forth in the preface above.
	 
	 	 	“Registrable Securities” means the shares of Common Stock issued pursuant to the Purchase
Agreement.
	 
	 	 	“Registration Expenses” means all expenses relating to the Company’s compliance with
Sections 2 and 3 of this Agreement, including all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants for the
Company, fees and expenses (including reasonable counsel fees) incurred in connection with
complying with state securities or “blue sky” laws, fees of the NASD, fees of transfer
agents and registrars, fees of, and disbursements incurred by, one counsel for the Holders.
	 
	 	 	“Registration Statement” means the registration statement covering the resale of Registrable
Securities required to be filed under this Agreement, including the Prospectus therein,
amendments and supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.
	 
	 	 	“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.
	 
	 	 	“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.




2









 






	 	 	“Securities Act” means the Securities Act of 1933, as amended, and any successor statute.
	 
	 	 	“Selling Expenses” means all transfer taxes and selling commissions applicable to the sale
of Registrable Securities, including any fees and disbursements of any special counsel to
the Holders beyond those included in Registration Expenses.
	 
	 	 	“Trading Market” means any of the over-the-counter market, NASD Over The Counter Bulletin
Board, NASDAQ Capital Market, the NASDAQ National Markets System, the American Stock
Exchange or the New York Stock Exchange.






	2.	 	Registration.






	 	(a)	 	Following the date of this Agreement, the Company will prepare and file with
the Commission the Registration Statement covering the resale of the Registrable
Securities on a continuous basis pursuant to Rule 415. The Registration Statement will
be on Form S-3 (except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case such registration will be on another
appropriate form in accordance with this Agreement). The Company will cause the
Registration Statement to become effective and remain effective as provided in this
Agreement. The Company will use its reasonable commercial efforts to cause the
Registration Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event no later than the Effectiveness
Date. The Company will use its reasonable commercial efforts to keep the Registration
Statement continuously effective under the Securities Act during the Effectiveness
Period.
	 
	 	(b)	 	Notwithstanding the foregoing, the Company may postpone the filing of the
Registration Statement and suspend the effectiveness of the Registration Statement,
suspend the use of any Prospectus and will not be required to amend or supplement the
Registration Statement, its Prospectus or any document incorporated therein by
reference, for a period not to exceed an aggregate of 90 days (a “Black Out Period”) if
an event or circumstance occurs and is continuing as a result of which the Registration
Statement, the related Prospectus or any document incorporated therein by reference as
then amended or supplemented would, in the good faith judgment of the board of
directors of the Company, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The Effectiveness
Period will be extended by the number of days in any Black Out Period occurring during
the Effectiveness Period. Upon the occurrence of any Black Out Period, the Company
will promptly notify the Holders of Registrable Securities thereof in writing.
	 
	 	(c)	 	Subject to Section 2(a) with respect to a Black Out Period, if the Registration
Statement is not declared effective by the Commission by the Effectiveness Date,




3









 






	 	 	 	then the Company will pay to the Seller $11,112.00 in cash, as liquidated damages
and not as a penalty.






	 	(d)	 	Within three business days of the Effectiveness Date, the Company will cause
its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the
transfer agent stating that the shares are subject to an effective registration
statement and can be reissued free of restrictive legend upon notice of a sale by the
Seller and confirmation by the Seller that it has complied with the prospectus delivery
requirements, provided that the Company has not advised the transfer agent orally or in
writing that the opinion has been withdrawn. Copies of the blanket opinion required by
this Section 2(c) will be delivered to the Seller within the time frame set forth
above.






	3.	 	Registration Procedures. When the Company is required by this Agreement to effect the
registration of the Registrable Securities under the Securities Act, the Company will do each
of the following, as expeditiously as possible:






	 	(a)	 	prepare and file with the Commission a Registration Statement with respect to
the Registrable Securities, respond as promptly as possible to any comments received
from the Commission, and use its best efforts to cause the Registration Statement to
become and remain effective for the Effectiveness Period, and promptly provide to the
Seller copies of all filings and Commission letters of comment relating thereto;
	 
	 	(b)	 	other than during a Black Out Period, prepare and file with the Commission such
amendments and supplements to the Registration Statement and the Prospectus used in
connection therewith as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of the Registrable Securities covered by
such Registration Statement and to keep such Registration Statement effective until the
expiration of the Effectiveness Period applicable to such Registration Statement;
	 
	 	(c)	 	furnish to the Seller such number of copies of the Registration Statement and
the Prospectus included therein (including each preliminary Prospectus) as the Seller
reasonably may request to facilitate the public sale or disposition of the Registrable
Securities covered by the Registration Statement;
	 
	 	(d)	 	use commercially reasonable efforts to register or qualify the Seller’s
Registrable Securities covered by such Registration Statement under the securities or
“blue sky” laws of such jurisdictions within the United States as the Seller may
reasonably request, provided, however, that the Company will not for any such purpose
be required to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of process
in any such jurisdiction;
	 
	 	(e)	 	list the Registrable Securities covered by such Registration Statement with any
securities exchange on which the Common Stock of the Company is then listed;




4









 






	 	(f)	 	immediately notify the Seller at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event of
which the Company has knowledge as a result of which the Prospectus contained in such
Registration Statement, as then in effect, includes an 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 not misleading in light of the circumstances then existing;
and
	 
	 	(g)	 	make available for inspection by the Seller and any attorney, accountant or
other agent retained by the Seller, all publicly available, non-confidential financial
and other records, pertinent corporate documents and properties of the Company, and
cause the Company’s officers, directors and employees to supply all publicly available,
non-confidential information reasonably requested by the attorney, accountant or agent
of the Seller.






	4.	 	Expenses. The Company will pay all Registration Expenses and the Seller will pay all Selling
Expenses.
	 
	5.	 	Indemnification.






	 	(a)	 	In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless
the Seller, and its officers, directors and each other person, if any, who controls the
Seller within the meaning of the Securities Act, against any Adverse Consequences to
which the Seller, or such Persons may become subject under the Securities Act or
otherwise, insofar as such Adverse Consequences 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 Registrable Securities were registered under
the Securities Act pursuant to this Agreement, any preliminary Prospectus or final
Prospectus contained therein, or any amendment or supplement thereof, or arise out of
or are based upon the 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 will reimburse the Seller; provided, however, that the
Company will not be liable in any such case if and to the extent that any Adverse
Consequences arise out of or are based upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by or on behalf of the Seller or any such Person in writing specifically for
use in any such document, or (ii) or (ii) in the case of an occurrence of a Black Out
Period or a Discontinuation Event, the use by a Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated or defective or of the occurrence of a Black Out Period, and prior to the
receipt by such Holder of the Advice contemplated in Section 6(d).
	 
	 	(b)	 	In the event of a registration of the Registrable Securities under the
Securities Act pursuant to this Agreement, the Seller will indemnify and hold harmless
the Company, and its officers, directors and each other Person, if any, who controls




5









 






	 	 	 	the Company within the meaning of the Securities Act, against Adverse Consequences
to which the Company or such Persons may become subject under the Securities Act or
otherwise, insofar as such Adverse Consequences arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact which was
furnished in writing by the Seller to the Company expressly for use in (and such
information is contained in) the Registration Statement under which the Registrable
Securities were registered under the Securities Act pursuant to this Agreement, any
preliminary Prospectus or final Prospectus contained therein, or any amendment or
supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided, however,
that the Seller will be liable in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by or on behalf of
the Seller specifically for use in any such document.






	 	(c)	 	Promptly after receipt by a party entitled to claim indemnification hereunder
(an “Indemnified Party”) of notice of the commencement of any action, such Indemnified
Party will, if a claim for indemnification in respect thereof is to be made against a
party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”),
notify the Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party will not relieve it from any liability which it may have to such
Indemnified Party other than under this Section 5(c) and will only relieve it from any
liability which it may have to such Indemnified Party under this Section 5(c) If and to
the extent the Indemnifying Party is prejudiced by such omission. In case any such
action will be brought against any Indemnified Party and it will notify the
Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled
to participate in and, to the extent it will wish, to assume and undertake the defense
thereof with counsel satisfactory to such Indemnified Party, and, after notice from the
Indemnifying Party to such Indemnified Party of its election so to assume and undertake
the defense thereof, the Indemnifying Party will not be liable to such Indemnified
Party under this Section 5(c) for any legal expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof; if the Indemnified Party
retains its own counsel, then the Indemnified Party will pay all fees, costs and
expenses of such counsel, provided, however, that, if the defendants in
any such action include both the Indemnified Party and the Indemnifying Party and the
Indemnified Party will have reasonably concluded that there may be reasonable defenses
available to it which are different from or additional to those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may be
deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party
will have the right to select one separate counsel and to assume such legal defenses
and otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the Indemnifying Party as incurred.




6









 












	(d)	 	In order to provide for just and equitable contribution in the event of joint
liability under the Securities Act in any case in which either (i) the Seller, or any
officer, director or controlling person of the Seller, makes a claim for
indemnification pursuant to this Section 5 but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that this
Section 5 provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of the Seller or such officer, director or
controlling person of the Seller in circumstances for which indemnification is provided
under this Section 5; then, and in each such case, the Company and the Seller will
contribute to the aggregate Adverse Consequences to which they may be subject (after
contribution from others) in such proportion so that the Seller is responsible only for
the portion represented by the percentage that the public offering price of its
securities offered by the Registration Statement bears to the public offering price of
all securities offered by such Registration Statement, provided,
however, that, in any such case, (A) the Seller will not be required to
contribute any amount in excess of the public offering price of all such securities
offered by it pursuant to such Registration Statement; and (B) no person or entity
guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the
Securities Act) will be entitled to contribution from any person or entity who was not
guilty of such fraudulent misrepresentation.






	6.	 	Representations and Warranties.






	 	(a)	 	Each Buyer SEC Document was, at the time of its filing, in
substantial compliance with the requirements of its respective form and none of
the Buyer SEC Documents, nor the financial statements (and the notes thereto)
included in the Buyer SEC Documents, as of their respective filing dates,
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the Buyer SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles, applied on a consistent basis during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto or (ii) in the case of unaudited interim statements, to the extent they
may not include footnotes or may be condensed) and fairly present in all
material respects the financial condition, the results of operations and the
cash flows of the Company and its subsidiaries, on a consolidated basis, as of,
and for, the periods presented in each such Buyer SEC Documents.




7









 






	 	(b)	 	The Common Stock is listed or quoted, as applicable, for
trading on the NASDAQ Over The Counter Bulletin Board and satisfies all
requirements for the continuation of such listing or quotation, as applicable,
and the Company will do all things necessary for the continuation of such
listing or quotation, as applicable. The Company has not received any notice
that its Common Stock will be delisted from or no longer be quoted on, as
applicable, the NASDAQ Over The Counter Bulletin Board (except for prior
notices which have been fully remedied) or that the Common Stock does not meet
all requirements for the continuation of such listing or quotation, as
applicable.
	 
	 	(c)	 	Neither the Company, nor any of its Affiliates, nor any Person
acting on its or their behalf, has directly or indirectly made any offers or
sales of any security or solicited any offers to buy any security under
circumstances that would cause the sale of the securities pursuant to the
Purchase Agreement to be integrated with prior offerings by the Company for
purposes of the Securities Act which would prevent the Company from selling the
Common Stock pursuant to applicable exemptions under the Securities Act, or any
applicable exchange-related stockholder approval provisions, nor will the
Company or any of its Affiliates or subsidiaries take any action or steps that
would cause the sale of the securities under the Purchase Agreement to be
integrated with other offerings.
	 
	 	(d)	 	The shares of Common Stock which the Seller has acquired
pursuant to the Purchase Agreement are all restricted securities under the
Securities Act as of the date of this Agreement. The Company will not issue
any stop transfer order or other order impeding the sale and delivery of any of
the Registrable Securities at such time as such Registrable Securities are
registered for public sale or an exemption from registration is available,
except as required by federal or state securities laws.
	 
	 	(e)	 	Except for agreements made in the ordinary course of business,
there is no agreement that has not been filed with the Commission as an exhibit
to a registration statement or to a form required to be filed by the Company
under the Exchange Act, the breach of which could reasonably be expected to
have a material and adverse effect on the Company and its subsidiaries, or
would prohibit or otherwise interfere with the ability of the Company to enter
into and perform any of its obligations under this Agreement in any material
respect.
	 
	 	(f)	 	The Company will provide written notice to each Holder of (i)
the occurrence of each Discontinuation Event (as defined below), and (ii) the
declaration of effectiveness by the SEC of each Registration Statement required
to be filed hereunder, in each case within one (1) business day of the date of
each such occurrence and/or declaration.





8









 






	7.	 	Miscellaneous.






	 	(a)	 	Remedies. In the event of a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement.
	 
	 	(b)	 	No Piggyback on Registrations. Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto)
may include securities of the Company in any Registration Statement other than
the Registrable Securities, and the Company will not after the date hereof and
prior to the Effective Date, enter into any agreement providing any such right
for inclusion of shares in the Registration Statement to any of its security
holders. The Company has not previously entered into any agreement granting
any registration rights with respect to any of its securities to any person or
entity that have not been fully satisfied.
	 
	 	(c)	 	Compliance. Each Holder covenants and agrees that it will
comply with the prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.
	 
	 	(d)	 	Discontinued Disposition. Each Holder agrees by its
acquisition of such Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of a Black Out Period or a Discontinuation Event
(as defined below), such Holder will forthwith discontinue disposition of such
Registrable Securities under the applicable Registration Statement until such
Holder’s receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed or that the
Black Out Period has been terminated, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Agreement, a “Discontinuation Event” will mean
(i) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement (the Company will provide true and complete
copies thereof and all written responses thereto to each of the Holders), (ii)
any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to such Registration Statement or
Prospectus or for additional information, (iii) the issuance by the Commission
of any stop order suspending the




9









 






	 	 	 	effectiveness of such Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that
purpose, (iv) the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any
of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose, or (v) the
occurrence of any event or passage of time that makes the financial
statements included in such Registration Statement ineligible for inclusion
therein or any statement made in such Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to
such Registration Statement, Prospectus or other documents so that, in the
case of such Registration Statement or Prospectus, as the case may be, it
will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.






	 	(e)	 	Piggy-Back Registrations. If at any time during the
Effectiveness Period there is not an effective Registration Statement covering
all of the Registrable Securities required to be covered hereunder and the
Company will determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Company
will send to each Holder written notice of such determination and, if within 15
days after receipt of such notice, any such Holder will so request in writing,
the Company will include in such registration statement all or any part of such
Registrable Securities such Holder requests to be registered to the extent the
Company may do so without violating registration rights of others which exist
as of the date of this Agreement, subject to customary underwriter cutbacks
applicable to all holders of registration rights and subject to obtaining any
required consent of any selling stockholder(s) to such inclusion under such
registration statement.
	 
	 	(f)	 	Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same will be in writing and signed by the Company
and the Holders of the then outstanding Registrable Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of certain Holders and that does not directly or indirectly





10









 





	 	 	 	 	 
	 	 	affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.
	 
	 	 	 	 
	(g)	 	 Notices. All notices, requests, demands, claims and other
communications under this Agreement will be in writing. Any notice, request,
demand, claim or other communication under this Agreement will be deemed duly
given two business days after it is sent by registered or certified mail,
return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below:
	 
	 	 	 	 
	 

	 	If to the Seller:	 	 
	 
	 	 	 	 
	 

	 	Creditdiscovery, LLC	 	 
	 

	 	P.O. Box 4497	 	 
	 

	 	Huntington Beach, CA 92605	 	 
	 

	 	Attn:	 	 
	 

	 	Facsimile:	 	 
	 

	 	Email:	 	 
	 
	 	 	 	 
	 

	 	If to the Buyer:
	 	Copy to:
	 
	 	 	 	 
	 

	 	Innuity, Inc.
	 	Gray, Plant, Mooty,
	 

	 	                                        
	 	Mooty & Bennett, P.A.
	 

	 	                                        
	 	500 IDS Center
	 

	 	                                        
	 	80 South Eighth Street
	 

	 	Attn:
	 	Attn: JC Anderson, Esq.
	 

	 	Facsimile:
	 	Facsimile: (612) 632-4002
	 

	 	Email:
	 	Email: jc.anderson@gpmlaw.com
	 
	 	 	 	 
	 

	 	If to a Holder:	 	 
	 
	 	 	 	 
	 

	 	To the address of such Holder as	 	 
	 

	 	it appears in the stock transfer	 	 
	 

	 	books of the Company.	 	 
	 
	 	 	 	 
	 	 	Any party may send any notice, request, demand, claim or other communication
to the intended recipient at the address set forth above using any other
means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail or electronic mail), but no such notice,
request, demand, claim or other communication will be deemed to have been
duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests,
demands, claims and other communications hereunder






11









 






	 	 	 	are to be delivered by giving the other party notice in the manner set forth
in this Agreement.
	 
	 	(h)	 	Successors and Assigns. This Agreement will inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and will inure to the benefit of each Holder. The Company may not
assign its rights or obligations hereunder without the prior written consent of
each Holder. Each Holder may assign their respective rights hereunder in the
manner and to the persons and entities as permitted under the Note and the
Purchase Agreement with the prior written consent of the Company, which will
not be unreasonably withheld.
	 
	 	(i)	 	Execution and Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed will be deemed to be
an original and, all of which taken together will constitute one and the same
agreement. In the event that any signature is delivered by facsimile
transmission, such signature will create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
	 
	 	(j)	 	Submission to Jurisdiction. Each of the parties submits to the
jurisdiction of any state or federal court sitting in the State of Washington,
in any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceeding may be heard and
determined there. Each party also agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the
parties waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety or other security
that might be required of any other party. Each party agrees that a final
judgment in any action or proceeding so brought will be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or in
equity.
	 
	 	(k)	 	Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction will not affect
the validity or enforceability of the remaining terms and provisions of this
Agreement or the validity or enforceability of the offending term or provision
in any other situation or in any other jurisdiction.





[REMAINDER OF THIS PAGE BLANK. SIGNATURE PAGE FOLLOWS.]




12









 








     The parties have executed this Registration Rights Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	INNUITY, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	ACQUIRINT, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






[Signature Page to Innuity, Inc./Acquirint, LLC Registration Rights Agreement]




13









 








EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT




[                     ___, 200___]




[Continental Stock Transfer

& Trust Company

Two Broadway

New York, NY 10004

Attn: William Seegraber]




          Re:   Innuity, Inc.. Registration Statement on Form [S-3]




Ladies and Gentlemen:




     As counsel to Innuity, Inc., a Utah corporation (the “Company”), we have been requested to
render our opinion to you in connection with the resale by the individuals or entitles listed on
Schedule A attached hereto (the “Selling Stockholders”), of an aggregate of                      shares (the
“Shares”) of the Company’s Common Stock.



     A Registration Statement on Form [S-3] under the Securities Act of 1933, as amended (the
“Act”), with respect to the resale of the Shares was declared effective by the Securities and
Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We understand that the
Shares are to be offered and sold in the manner described in the Prospectus.



     Based upon the foregoing, upon request by the Selling Stockholders at any time while the
registration statement remains effective, it is our opinion that the Shares have been registered
for resale under the Act and new certificates evidencing the Shares upon their transfer or
re-registration by the Selling Stockholders may be issued without restrictive legend. We will
advise you if the registration statement is not available or effective at any point in the future.



Very truly yours,




[Company counsel]





14