Registration Rights Agreement



 Exhibit 10.2 
  
 REGISTRATION RIGHTS AGREEMENT 
  

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 29, 2005, is made by and between Superior Galleries, Inc., a Delaware corporation (the
“Company”), and Stanford International Bank Limited (the “Investor”), as the holder of the Company’s Series E $1.00 Convertible Preferred Stock (the “Series E Preferred
Stock”), issued pursuant to that certain Series E Preferred Stock Purchase Agreement by and between the Company and such holder dated as of March 29, 2005 (the “Purchase Agreement”). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Purchase Agreement. 
  
 RECITALS: 
  
 WHEREAS, the
Company desires to grant to the Investor the registration rights set forth herein with respect to the shares (the “Conversion Shares”) of Common Stock issuable upon conversion or exchange of the Series E Preferred Stock of
Common Stock (all the shares of the Series E Preferred Stock to be referred to herein as the “Securities”). 
  
 NOW, THEREFORE, the parties hereto mutually agree as follows: 
  
 Section 1. Certain Definitions. As used herein the term “Registrable Security” means the Conversion Shares until (i) all
Securities have been disposed of pursuant to the Registration Statement (as defined below), (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (“Rule 144”) (or any
similar provision then in force) under the Securities Act of 1933, as amended (the “Securities Act”) are met, or (iii) such time as, in the opinion of counsel to the Company reasonably satisfactory to the Investor and upon
delivery to the Investor of such executed opinion, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144 (or any similar provision then in effect). In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of “Registrable Security” as is appropriate in order to prevent any dilution or enlargement of
the rights granted pursuant to this Agreement. As used herein the term “Holder” means any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 9 hereof.
 
  
 Section 2. Restrictions on Transfer. The
Investor acknowledges and understands that prior to the registration of the Securities as provided herein, the Securities are “restricted securities” as defined in Rule 144. The Investor understands that no disposition or transfer of the
Securities may be made by the Investor in the absence of (i) an opinion of counsel to such Investor, in form and substance reasonably satisfactory to the Company, that such transfer 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 or any other similar rule or regulation of the Securities and Exchange Commission (the “Commission”) that may at any time permit the holders of the Securities to sell securities of the
Company to the public pursuant to Rule 144, the Company agrees to: 
  
 (a) comply with the provisions of paragraph (c)(1) of Rule 144; 







 (b) file with the Commission in a timely manner all reports and other documents required
to be filed with the Commission pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to either of such sections, irrespective of whether the Company is then subject to such reporting requirements; and 
  
 (c) Upon request by any Holder or the Company’s
transfer agent, provide an opinion of counsel, which opinion shall be reasonably acceptable to the Holder and/or the Company’s transfer agent, that the such Holder has complied with the applicable conditions of Rule 144 (or any similar
provision then in force). 
  
 Section 3. Registration Rights
With Respect to the Registrable Securities. 
  
 (a) The Company agrees that it will prepare and file with the Commission, no later than March 31, 2006, a registration statement (on Form S-1 or SB-2, or other appropriate registration statement form) under the Securities Act (such
registration statement, including (a) all amendments and supplements thereto, (b) each prospectus contained therein, and (c) all exhibits thereto or incorporated by reference therein, the “Registration Statement”), in respect
of the Holders, so as to permit a resale of the Securities under the Act by the Holders as selling stockholders and not as underwriters. 
  
 The Company shall use diligent best efforts to cause the Registration Statement to become effective as soon as practical following the
filing of the Registration Statement. The number of shares designated in the Registration Statement to be registered shall include the Conversion Shares. The Registration Statement shall include appropriate language regarding reliance upon Rule 416
to the extent permitted by the Commission. The Company will notify the Holders and its transfer agent of the effectiveness of the Registration Statement within one (1) Trading Day (as defined below) of such event. As used herein “Trading
Day” shall mean any business day on which the market on which the Common Stock trades is open for business. 
  
 (b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the
Securities Act until the earlier of (i) the date that none of the Registrable Securities covered by such Registration Statement are or may become issued and outstanding, (ii) the date that all of the Registrable Securities have been sold pursuant to
such Registration Statement, (iii) the date all the Holders receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Holders, that the Registrable Securities may be sold under the provisions of Rule 144
without limitation as to volume, (iv) all Registrable Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of
ownership for such securities not bearing a restrictive legend, or (v) 3 years from the date on which the Registration Statement first became effective (the “Effective Date”). 
  

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 (c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company
in connection 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, all attorneys’ fees of the Company and all other
fees and disbursements of the Company’s accountants, auditors and other independent professional service providers) shall be borne by the Company. The Company shall also reimburse the fees and expenses of counsel to the Holders incurred in
connection with such counsel’s review of the Registration Statement and advice concerning the Registration Statement and its filing subject to a cap of $10,000. The Holders shall bear the cost of underwriting and/or brokerage discounts, fees
and commissions, if any, applicable to the Registrable Securities being registered . The Holders and their counsel shall have a reasonable period, not to exceed ten (10) Trading Days, to review the proposed Registration Statement or any amendment
thereto, prior to filing with the Commission, and the Company shall provide the Holders with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall qualify
any of the securities for sale in such states as the Holders reasonably designate and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an
escrow or other restriction relating to the Company and/or the Holders, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its
expense will supply the Investor with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Investor. 
  
 (d) The Company shall not be required by this Section 3 to
include the Registrable Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Holders and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law
matters acceptable to counsel for the Holders and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or
transferees obtaining securities which are not “restricted securities” as such term is defined in Rule 144. 
  
 (f) (e) The Company shall be precluded from including in any registration statement which it is required to file pursuant to this Section
3 any other securities apart from the Registrable Securities, except for the securities issuable upon conversion of the Company’s outstanding Series B $1.00 Convertible Preferred Stock or Series D $1.00 Convertible Preferred Stock and those
securities related to any qualified stock option plan approved by the Board of Directors of the Company, without the prior written consent of the Holders. 
  
 (f) If, at any time any Registrable Securities are not at the time covered by any effective Registration Statement, the Company shall
determine to register under the 

  

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Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its shares of the Common Stock (other
than in connection with a merger or other business combination transaction that has been consented to in writing by holders of the Series E Preferred Stock, or pursuant to Form S-8 when such filing has been consented to in writing by holders of the
Series E Preferred Stock), it shall send to each Holder written notice of such determination and, if within twenty (20) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in
such registration statement all or any part of the Registrable Securities that such Holder requests to be registered. Notwithstanding the foregoing, if, in connection with any offering involving an underwriting of the Common Stock to by issued by
the Company, the managing underwriter shall impose a limitation on the number of shares of the Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market
conditions: (a) if the registration statement is for a public offering of common stock on a “firm commitment” basis with gross proceeds to the Company of at least $15,000,000 (a “Qualified Public Offering”), the
Company may exclude, to the extent so advised by the underwriters, the Registrable Securities from the underwriting; provided, however, that if the underwriters do not entirely exclude the Registrable Securities from such Qualified
Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain
available for registration after the underwriter’s cutback and (ii) such Holder’s percentage of ownership of all the Registrable Securities then outstanding (on an as-converted basis) (the “Registrable Percentage”);
and (b) if the registration statement is not for a Qualified Public Offering, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the
product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cutback and (ii) such Holder’s Registrable Percentage; provided, however, that the aggregate value of the Registrable
Securities to be included in such registration may not be so reduced to less than 20% of the total value of all securities included in such registration. If any Holder disapproves of the terms of any underwriting referred to in this paragraph, it
may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this paragraph shall be construed to limit any registration required under the other provisions of this Agreement. 
  
 Section 4. Cooperation with Company. Each Holder will cooperate with
the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding such Holder and proposed manner of sale of the Registrable
Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate any Holder
to consent to be named as an underwriter in any Registration Statement. The obligation of the Company to 

  

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register the Registrable Securities shall be absolute and unconditional as to those Registrable Securities which the Commission will permit to be registered
without naming any Holder as underwriters. Any delay or delays caused by a Holder by failure to cooperate as required hereunder shall not constitute a Registration Default as to such Holder. 
  
 Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject
to the Holders’ assistance and cooperation as reasonably required with respect to each Registration Statement: 
  
 (a) (i) 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 keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration
Statement whenever any of the Holders shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant
to Rule 415 promulgated under the Securities Act) and (ii) take all lawful 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 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 and (B) the prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the Registration Period 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, in light
of the circumstances under which they were made, not misleading; 
  
 (b) (i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft
copies thereof to the Holders as required by Section 3(c) and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose; (ii) furnish to each of the Holders such numbers of copies of a prospectus including
a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as any of the Holders may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities owned by such Holder; and (iii) provide to the Holders copies of any comments and communications from the Commission relating to the Registration Statement, if lawful to do so; 
  
 (c) register and qualify the Registrable Securities covered
by the Registration Statement under such other securities or blue sky laws of such jurisdictions as any of the Holders shall reasonably request (subject to the limitations set forth in Section 3(c) above), and do any and all other acts and things
which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Holder; 
  

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 (d) list such Registrable Securities on the markets where the Common Stock of the Company
is listed as of the Effective Date, if the listing of such Registrable Securities is then permitted under the rules of such markets; 
  
 (e) notify the Holders at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the 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 the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as
reasonably possible and during such period, the Holders shall not make any sales of Registrable Securities pursuant to the Registration Statement; 
  
 (f) after becoming aware of such event, notify each of the Holders who holds Registrable Securities being sold (or, in the event of an
underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the
withdrawal, rescission or removal of such stop order or other suspension; 
  
 (g) cooperate with the Holders to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the
Registrable Securities to be in such denominations or amounts, as the case may be, as any of the Holders reasonably may request and registered in such names as any of the Holders may request; and, within three (3) Trading Days after a Registration
Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holders) an
appropriate instruction and, to the extent necessary, an opinion of such counsel; 
  
 (h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable
Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances; 
  
 (i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as
soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and 
  

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 (j) maintain a transfer agent and registrar for the Common Stock. 
  
 Section 6. Indemnification. 
  
 (a) To the maximum extent permitted by law, the Company
agrees to indemnify and hold harmless each of the Holders, each person, if any, who controls any of the Holders within the meaning of the Securities Act, and each director, officer, shareholder, employee, agent, representative, accountant or
attorney of the foregoing (each of such indemnified parties, 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 of or are based upon any untrue statement or alleged untrue statement of any material fact contained in 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 fact required 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 the extent, that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Investor, its counsel, or affiliates,
specifically for use in the preparation thereof or (ii) such Distributing Investor’s failure to deliver to the purchaser a copy of the most recent prospectus (including any amendments or supplements thereto). This indemnity agreement will be in
addition to any liability which the Company may otherwise have. 
  
 (b) To the maximum extent permitted by law, each Distributing Investor agrees that it will indemnify and hold harmless the Company, and each officer and director of the Company or person, if any, who controls the
Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (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 Company or any such officer, director or controlling person 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 any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged
untrue statement or omission 
  

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 or alleged omission was made in such Registration Statement, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Investor, its counsel or affiliates, specifically for use in the preparation thereof. This indemnity agreement will be in addition to
any liability which the Distributing Investor may otherwise have under this Agreement. Notwithstanding anything to the contrary herein, the Distributing Investor shall be liable under this Section 6(b) for only that amount as does not exceed the net
proceeds to such Distributing Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement. 
  
 (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action against such
indemnified party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent the failure of the indemnified party to provide such written notification actually prejudices the ability
of the indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to
the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified parties shall have the right to employ one or more separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party unless (i)
the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any interpleaded parties) include both the indemnified party and the indemnifying
party and the indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the indemnified
party or any other indemnified party (in which case the indemnifying party shall not have the right to 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 but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate
firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). No settlement of any action against an indemnified party shall be made without the prior written consent of the indemnified party,
which consent shall not be unreasonably withheld so long as such settlement includes a full release of claims against the indemnified party. 
  

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 All fees and expenses of the indemnified party (including reasonable costs of defense and
investigation in a manner not inconsistent with this Section and all reasonable attorneys’ fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party;
provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder.

  
 Section 7. Contribution. In order to provide for just
and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but 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 the express provisions of Section 6 hereof provide for
indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Investor shall contribute 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 reasonable costs of defense and investigation and all reasonable attorneys’ fees and expenses), in either such case
(after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Investor on the other hand, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Investor agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this 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 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. 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. 
  
 Notwithstanding any other provision of this Section 7, in no event shall (i)
any of the Distributing Investors be required to undertake liability to any person under this Section 7 for any amounts in excess of the dollar amount of the proceeds received by such Distributing Investor from the sale of such Distributing
Investor’s Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are registered under the Securities Act and (ii) any
underwriter be required to undertake liability to any person hereunder for any amounts in excess 

  

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of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and
distributed pursuant to such Registration Statement. 
  
 Section
8. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) hand delivered, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set forth on the signature page hereto or to such other address
as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of sending by reputable courier service, fully prepaid, addressed to such address, or (c)
upon actual receipt of such mailing, if mailed. Any party hereto may from time to time change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days’ prior written notice of such changed address or
facsimile number to the other party hereto. 
  
 Section 9.
Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The registration rights granted to any Holder under this Agreement may be transferred as
set forth below (provided (1) the transferee is bound by the terms of this Agreement and (2) the Company is given written notice prior to such transfer) to: (i) any partner or affiliate of such Holder; (ii) in the case of an individual, any member
of the immediate family of such individual or any trust for the benefit of the individual or any such family member or members; or (iii) any other transferee which receives substantially all of the Registrable Securities (or the rights thereto) held
by such Holder. 
  
 Section 10. Additional Covenants of the
Company. For so long as it shall be required to maintain the effectiveness of the Registration Statement, it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action
so as to maintain such eligibility for the use of the applicable form. 
  
 Section 11. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original.

  
 Section 12. Remedies. The remedies provided in this
Agreement are cumulative and not exclusive of any other remedies provided by law. If any term, provision, covenant or restriction 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 forth herein 

  

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shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. 
  
 Section 13. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder. 
  
 Section 14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. 
  
 Section 15. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made in Florida by persons domiciled in Miami and without regard to its principles of conflicts of laws. The Company and
the Holders agree to submit themselves to the in personam jurisdiction of the state and federal courts situated within the Southern District of the State of Florida with regard to any controversy arising out of or relating to this Agreement.
The non-prevailing party to any dispute hereunder shall pay the expenses of the prevailing party, including reasonable attorneys’ fees, in connection with any such dispute. 
  
 Section 16. Amendments, Waivers and Consents. Any provision in this Agreement to the contrary notwithstanding, (A)
changes in or additions to this Agreement may be made, (B) compliance with any covenant or provision herein set forth may be omitted or waived, or (C) approval or consent by the Holders may be obtained, only if the Company receives consent thereto
in writing from persons holding or having the right to acquire a majority of the Registrable Shares at the time such consent is given (on an as-converted, as exchanged basis). All Holders shall be bound by any amendment to this Agreement that is
approved by or consented to by such persons holding or having the right to acquire a majority of the Registrable Shares. 
  
 Section 17. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or unenforceability of this Agreement in any other jurisdiction. 
  
 Section 18. Integration. This Agreement supersedes all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof. 
  
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 [SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT] 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, as of the date and year first above written. 
  

			
	SUPERIOR GALLERIES, INC.
		
	By:	 	 /s/ Silvano DiGenova


	 	 	Silvano DiGenova, Chairman & CEO
		
	Address:	 	Superior Galleries, Inc.
	 	 	9478 West Olympic Boulevard
	 	 	Beverly Hills, CA 90212
	 	 	Attention: President
	
	INVESTOR:
	
	STANFORD INTERNATIONAL BANK LIMITED
		
	By:	 	 /s/ James M. Davis


	Name:	 	James M. Davis
	Title:	 	Chief Financial Officer



					
			
	 	 	Address:	  	Stanford International Bank, Ltd..
	 	 	 	  	6075 Poplar Avenue
	 	 	 	  	Memphis, Tennessee 38119
	 	 	 	  	 Attention: James M. Davis,
                  Chief Financial Officer

	 	 	 	  	Telephone: (901) 537-1600
	 	 	 	  	Facsimile: (901) 680-5265
			
	 	 	With a copy to:	  	Stanford Financial Group
	 	 	 	  	5050 Westheimer
	 	 	 	  	Houston, Texas 77056
	 	 	 	  	Attention: Office of the General Counsel
	 	 	 	  	Telephone: (713) 964-5145
	 	 	 	  	Facsimile: (713) 964-5245

  

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