REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of June __, 2008, by and among Hudson Holding Corporation, a Delaware
      corporation (the “Company”),
      and
      the “Purchasers” named in that certain purchase agreement by and among the
      Company and the Purchasers. Capitalized terms used herein have the respective
      meanings ascribed thereto in the Purchase Agreement unless otherwise defined
      herein.

     

    WHEREAS:

     

    A. In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the “Securities
      Purchase Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions of the
      Securities Purchase Agreement, to issue and sell to each Buyer (i) shares of
      the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”)
      and
      (ii) warrants (the “Warrants”)
      which
      will be exercisable into shares of the Company’s Common Stock (as exercised,
      collectively, the “Warrant
      Shares”).

     

    B. In
      accordance with the terms of the Securities Purchase Agreement, the Company
      has
      agreed to provide certain registration rights under the Securities Act of 1933,
      as amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws. 

     

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

     

    1. Definitions.
      

     

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

     

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

     

    (b) “Additional
      Effectiveness Deadline”
means
      the date which is sixty (60) calendar days after the earlier of the Additional
      Filing Date and the Additional Filing Deadline.

     

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

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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

     

    (g) “Additional
      Required Registration Amount”
means
      (I) any Cutback Shares not previously included on a Registration Statement,
      all
      subject to adjustment as provided in Section 2(e), or (II) such other amount
      as
      may be required by the staff of the SEC pursuant to Rule 415.

     

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

     

    (i) “Closing
      Date”
shall
      have the meaning set forth in the Securities Purchase Agreement.

     

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

     

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

     

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

     

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

     

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

     

    (o) “Initial
      Effectiveness Deadline”
means
      the date which is ninety (90) calendar days after the Closing Date (or
      one-hundred and twenty (120) calendar days if the SEC reviews the Initial
      Registration Statement.)


    
      
         

      

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

     

    (q) “Initial
      Registrable Securities”
means
      (i) the Warrant Shares and (ii) any capital stock of the Company issued or
      issuable, with respect to the Warrants or the Warrant Shares as a result of
      any
      stock split, stock dividend, recapitalization, exchange or similar event or
      otherwise. 

     

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

     

    (s) “Initial
      Required Registration Amount”
means
      (I) the maximum number of Warrant Shares issued and issuable pursuant to the
      Warrants or (II) such other or lesser amount as may be required by the staff
      of
      the SEC pursuant to Rule 415.

     

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

     

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

     

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

     

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

     

    (x) “Registration
      Statement”
means
      the Initial Registration Statement and the Additional Registration Statement,
      as
      applicable.

     

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

     

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

     

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


    
      
         

      

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

     

    (cc) “Trading
      Day”
means
      any day on which the Common Stock is traded on the Principal Market, or, if
      the
      Principal Market (as defined in the Securities Purchase Agreement) is not the
      principal trading market for the Common Stock, then on the principal securities
      exchange or securities market on which the Common Stock is then traded; provided
      that “Trading Day” shall not include any day on which the Common Stock is
      scheduled to trade on such exchange or market for less than 4.5 hours or any
      day
      that the Common Stock is suspended from trading during the final hour of trading
      on such exchange or market (or if such exchange or market does not designate
      in
      advance the closing time of trading on such exchange or market, then during
      the
      hour ending at 4:00 p.m., New York Time).

     

    2. Registration.

     

    (a) Initial
      Mandatory Registration.
      The
      Company shall prepare, and, as soon as practicable but in no event later than
      the Initial Filing Deadline, file with the SEC the Initial Registration
      Statement on Form S-1 covering the resale of all of the Initial Registrable
      Securities. In the event that Form S-1 is unavailable for such a registration,
      the Company shall use other form as is available for such a registration on
      another appropriate form reasonably acceptable to the Required Holders. The
      Initial Registration Statement prepared pursuant hereto shall register for
      resale at least the number of shares of Common Stock equal to the Initial
      Required Registration Amount determined as of the date the Initial Registration
      Statement is initially filed with the SEC, subject to adjustment as provided
      in
      Section 2(e). The Initial Registration Statement shall contain (except if
      otherwise directed by the Required Holders or the SEC) the “Plan
      of Distribution”
section
      in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its commercially reasonable efforts to have the Initial
      Registration Statement declared effective by the SEC as soon as practicable,
      but
      in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New
      York
      time on the Business Day following the Initial Effective Date, the Company
      shall
      use its best efforts to file with the SEC in accordance with Rule 424 under
      the
      1933 Act the final prospectus to be used in connection with sales pursuant
      to
      such Initial Registration Statement.

     

    (b) Additional
      Mandatory Registrations.
      The
      Company shall prepare, and, as soon as practicable but in no event later than
      the Additional Filing Deadline, file with the SEC an Additional Registration
      Statement on Form S-1 covering the resale of all of the Additional Registrable
      Securities not previously registered on an Additional Registration Statement
      hereunder. To the extent the staff of the SEC does not permit the Additional
      Required Registration Amount to be registered on an Additional Registration
      Statement, the Company shall file Additional Registration Statements
      successively trying to register on each such Additional Registration Statement
      the maximum number of remaining Additional Registrable Securities permitted
      by
      the SEC until the Additional Required Registration Amount has been registered
      with the SEC. In the event that Form S-1 is unavailable for such a registration,
      the Company shall use such other form as is available for such a registration
      on
      another appropriate form reasonably acceptable to the Required Holders. Each
      Additional Registration Statement prepared pursuant hereto shall register for
      resale at least that number of shares of Common Stock equal to the Additional
      Required Registration Amount determined as of the date such Additional
      Registration Statement is initially filed with the SEC. Each Additional
      Registration Statement shall contain (except if otherwise directed by the
      Required Holders or the SEC) the “Plan
      of Distribution”
section
      in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its commercially reasonable efforts
      to have each Additional Registration Statement declared effective by the SEC
      as
      soon as practicable, but in no event later than the Additional Effectiveness
      Deadline. By 9:30 a.m. New York time on the Business Day following the
      Additional Effective Date, the Company shall file with the SEC in accordance
      with Rule 424 under the 1933 Act the final prospectus to be used in connection
      with sales pursuant to such Additional Registration Statement.


    
      
         

      

      
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    (c) Legal
      Counsel.
      Subject
      to Section 5 hereof, the Required Holders shall have the right to select one
      legal counsel to review and oversee any registration pursuant to this Section
      2
      (“Legal
      Counsel”),
      which
      shall be Lowenstein Sandler PC or such other counsel as thereafter designated
      by
      the Required Holders. The Company and Legal Counsel shall reasonably cooperate
      with each other in performing the Company’s obligations under this
      Agreement.

     

    (d) S-3
      Qualification.
      As soon
      as practicable following the date (the “Qualification
      Date”)
      upon
      which the Company becomes eligible to use a registration statement on Form
      S-3
      to register the Registrable Securities or Additional Registrable Securities,
      as
      applicable, for resale, the Company shall file a registration statement on
      Form
      S-3 covering the Registrable Securities or Additional Registrable Securities,
      as
      applicable (or a post-effective amendment on Form S-3 to the registration
      statement on Form S-1) (a “Shelf Registration Statement”) and shall use
      commercially reasonable efforts to cause such Shelf Registration Statement
      to be
      declared effective as promptly as practicable thereafter. 

     

    (e) Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the
      Registrable Securities required to be covered by such Registration Statement
      or
      an Investor’s allocated portion of the Registrable Securities, the Company shall
      amend the applicable Registration Statement, or file a new Registration
      Statement (on the short form available therefor, if applicable), or both, so
      as
      to cover at least the Required Registration Amount as of the Trading Day
      immediately preceding the date of the filing of such amendment or new
      Registration Statement, in each case, or such lesser amount as the staff of
      the
      SEC may require pursuant to Rule 415, as soon as practicable, but in any event
      not later than fifteen (15) days after the necessity therefor arises. The
      Company shall use its best efforts to cause such amendment and/or new
      Registration Statement to become effective as soon as practicable following
      the
      filing thereof. 

     

    3. Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a), 2(b) or 2(d), the Company will use its commercially
      reasonable efforts to effect the registration of the Registrable Securities
      in
      accordance with the intended method of disposition thereof and, pursuant
      thereto, the Company shall have the following obligations:


    
      
         

      

      
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    (a) The
      Company shall promptly prepare and file with the SEC a Registration Statement
      with respect to the Registrable Securities and use its commercially reasonable
      efforts to cause such Registration Statement relating to the Registrable
      Securities to become effective as soon as practicable after such filing (but
      in
      no event later than the Effectiveness Deadline). The Company shall keep each
      Registration Statement effective pursuant to Rule 415 at all times until the
      earlier of (i) the date as of which the Investors may sell all of the
      Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144 and without the requirement to be in compliance
      with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act
      or
      (ii) the date on which the Investors shall have sold all of the Registrable
      Securities covered by such Registration Statement (the “Registration
      Period”).
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading. The term “commercially reasonable efforts” shall mean, among other
      things, that the Company shall submit to the SEC, within five (5) Business
      Days
      after the later of the date that (i) the Company learns that no review of a
      particular Registration Statement will be made by the staff of the SEC or that
      the staff has no further comments on a particular Registration Statement, as
      the
      case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c)
      (which approval is immediately sought), a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      two (2) Business Days after the submission of such request.

     

    (b) The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB or Form 8-K or any
      analogous report under the Securities Exchange Act of 1934, as amended (the
      “1934
      Act”),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.


    
      
         

      

      
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    (c) The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least three (3) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-K or Form 10-KSB, Quarterly Reports on
      Form 10-Q or Form 10-QSB, Current Reports on Form 8-K and any similar or
      successor reports) within a reasonable number of days prior to their filing
      with
      the SEC, and (B) not file any Registration Statement or amendment or supplement
      thereto in a form to which Legal Counsel reasonably objects. The Company shall
      not submit a request for acceleration of the effectiveness of a Registration
      Statement or any amendment or supplement thereto without the prior approval
      of
      Legal Counsel, which consent shall not be unreasonably withheld, delayed or
      conditioned. The Company shall furnish to Legal Counsel, without charge, (i)
      copies of any correspondence from the SEC or the staff of the SEC to the Company
      or its representatives relating to any Registration Statement, (ii) promptly
      after the same is prepared and filed with the SEC, one copy of any Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference, if requested by
      an
      Investor, and all exhibits and (iii) upon the effectiveness of any Registration
      Statement, one copy of the prospectus included in such Registration Statement
      and all amendments and supplements thereto. The Company shall reasonably
      cooperate with Legal Counsel in performing the Company’s obligations pursuant to
      this Section 3.

     

    (d) The
      Company shall furnish to each Investor whose Registrable Securities are included
      in any Registration Statement, without charge, (i) promptly after the same
      is
      prepared and filed with the SEC (unless otherwise available on EDGAR), at least
      one copy of such Registration Statement and any amendment(s) thereto, including
      financial statements and schedules, all documents incorporated therein by
      reference, if requested by an Investor, all exhibits and each preliminary
      prospectus, (ii) upon the effectiveness of any Registration Statement, one
      (1)
      copy of the prospectus included in such Registration Statement and all
      amendments and supplements thereto (or such other number of copies as such
      Investor may reasonably request) and (iii) such other documents, including
      copies of any preliminary or final prospectus, as such Investor may reasonably
      request from time to time in order to facilitate the disposition of the
      Registrable Securities owned by such Investor.

     

    (e) The
      Company shall use its reasonable best efforts to (i) register and qualify,
      unless an exemption from registration and qualification applies, the resale
      by
      Investors of the Registrable Securities covered by a Registration Statement
      under such other securities or “blue sky” laws of all applicable jurisdictions
      in the United States, (ii) prepare and file in those jurisdictions such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof during the Registration Period, (iii) take such other
      actions as may be reasonably necessary to maintain such registrations and
      qualifications in effect at all times during the Registration Period, and (iv)
      take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided, however, that
      the Company shall not be required in connection therewith or as a condition
      thereto to (x) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(e), (y) subject itself
      to general taxation in any such jurisdiction, or (z) file a general consent
      to
      service of process in any such jurisdiction. The Company shall promptly notify
      Legal Counsel and each Investor who holds Registrable Securities of the receipt
      by the Company of any notification with respect to the suspension of the
      registration or qualification of any of the Registrable Securities for sale
      under the securities or “blue sky” laws of any jurisdiction in the United States
      or its receipt of actual notice of the initiation or threatening of any
      proceeding for such purpose.


    
      
         

      

      
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    (f) The
      Company shall notify Legal Counsel and each Investor in writing of the happening
      of any event, as promptly as reasonably practicable after becoming aware of
      such
      event, as a result of which the prospectus included in a Registration Statement,
      as then in effect, includes an untrue statement of a material fact or omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and, subject to Section 3(r), promptly prepare
      a supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver ten (10) copies of such supplement or
      amendment to Legal Counsel and each Investor (or such other number of copies
      as
      Legal Counsel or such Investor may reasonably request). The Company shall also
      promptly notify Legal Counsel and each Investor in writing (i) when a prospectus
      or any prospectus supplement or post-effective amendment has been filed, and
      when a Registration Statement or any post-effective amendment has become
      effective (notification of such effectiveness shall be delivered to Legal
      Counsel and each Investor by facsimile on the same day of such effectiveness
      and
      by overnight mail), (ii) of any request by the SEC for amendments or supplements
      to a Registration Statement or related prospectus or related information, and
      (iii) of the Company’s reasonable determination that a post-effective amendment
      to a Registration Statement would be appropriate. By 9:30 a.m. New York City
      time on the date following the date any post-effective amendment has become
      effective, the Company shall use its best efforts to file with the SEC in
      accordance with Rule 424 under the 1933 Act the final prospectus to be used
      in
      connection with sales pursuant to such Registration Statement.

     

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

     

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


    
      
         

      

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

     

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

     

    (k) [Reserved]

     

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

     

    (m) If
      reasonably requested by an Investor, the Company shall as soon as reasonably
      practicable (i) incorporate in a prospectus supplement or post-effective
      amendment such information as an Investor reasonably requests to be included
      therein relating to the sale and distribution of Registrable Securities,
      including, without limitation, information with respect to the number of
      Registrable Securities being offered or sold, the purchase price being paid
      therefor and any other terms of the offering of the Registrable Securities
      to be
      sold in such offering; (ii) make all required filings of such prospectus
      supplement or post-effective amendment after being notified of the matters
      to be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii) supplement or make amendments to any Registration Statement if reasonably
      requested by an Investor holding any Registrable Securities.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (n) The
      Company shall use its commercially reasonable efforts to cause the Registrable
      Securities covered by a Registration Statement to be registered with or approved
      by such other governmental agencies or authorities as may be necessary to
      consummate the disposition of such Registrable Securities, other than approvals
      that are required solely because of actions of Investors after the date hereof,
      that are not reasonably anticipated as of the date hereof.

     

    (o) The
      Company shall make generally available to its security holders as soon as
      practical but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with, and in the
      manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a
      twelve-month period beginning not later than the first day of the Company’s
      fiscal quarter next following the applicable Effective Date of a Registration
      Statement.

     

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

     

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

     

    (r) Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company and its counsel, in the best
      interest of the Company and, in the opinion of counsel to the Company, otherwise
      required (a “Grace
      Period”);
      provided, that the Company shall promptly (i) notify the Investors in writing
      of
      the existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Investors) and the date on which the
      Grace Period will begin, and (ii) notify the Investors in writing of the date
      on
      which the Grace Period ends; and, provided further, that no Grace Period shall
      exceed twenty (20) consecutive days and during any three hundred sixty five
      (365) day period such Grace Periods shall not exceed an aggregate of sixty
      (60)
      days and the first day of any Grace Period must be at least five (5) Trading
      Days after the last day of any prior Grace Period (each, an “Allowable
      Grace Period”).
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Investors receive the notice referred
      to
      in clause (i) and shall end on and include the later of the date the Investors
      receive the notice referred to in clause (ii) and the date referred to in such
      notice. The provisions of Section 3(g) hereof shall not be applicable during
      the
      period of any Allowable Grace Period. Upon expiration of the Grace Period,
      the
      Company shall again be bound by the first sentence of Section 3(f) with respect
      to the information giving rise thereto unless such material, non-public
      information is no longer applicable. Notwithstanding anything to the contrary,
      the Company shall cause its transfer agent to deliver unlegended shares of
      Common Stock to a transferee of an Investor in accordance with the terms of
      the
      Securities Purchase Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor has entered into a contract for
      sale, prior to the Investor’s receipt of the notice of a Grace Period and for
      which the Investor has not yet settled. 


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (s) Neither
      the Company nor any Subsidiary or affiliate thereof shall identify any Investor
      as an underwriter in any public disclosure or filing with the SEC or any
      Principal Market (as
      defined in the Securities
      Purchase
      Agreement) or
      Eligible Market and any Investor being deemed an underwriter by the SEC shall
      not relieve the Company of any obligations it has under this Agreement or any
      other Transaction Document (as
      defined in the Securities Purchase Agreement); provided,
      however,
      that
      the foregoing shall not prohibit the Company from including the disclosure
      found
      in the “Plan of Distribution” section attached hereto as Exhibit
      B
      in the
      Registration Statement.
      

     

    4. Obligations
      of the Investors.

     

    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete any
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by it
      and the intended method of disposition of the Registrable Securities held by
      it
      as shall be reasonably required to effect and maintain the effectiveness of
      the
      registration of such Registrable Securities and shall execute such documents
      in
      connection with such registration as the Company may reasonably request.


     

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

     

    (c) Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f), such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Investor’s receipt of copies of the
      supplemented or amended prospectus as contemplated by Section 3(g) or the first
      sentence of 3(f) or receipt of notice that no supplement or amendment is
      required. Notwithstanding anything to the contrary, the Company shall cause
      its
      transfer agent to deliver unlegended shares of Common Stock to a transferee
      of
      an Investor in accordance with the terms of the Securities Purchase Agreement
      in
      connection with any sale of Registrable Securities with respect to which an
      Investor has entered into a contract for sale prior to the Investor’s receipt of
      a notice from the Company of the happening of any event of the kind described
      in
      Section 3(g) or the first sentence of 3(f) and for which the Investor has not
      yet settled.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

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

     

    5. Expenses
      of Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company shall be paid by the Company. The Company shall also
      reimburse the Investors for the fees and disbursements of Legal Counsel in
      connection with registration, filing or qualification pursuant to Sections
      2 and
      3 of this Agreement which amount shall be limited to $5,000 for each such
      registration, filing or qualification.

     

    6. Indemnification.

     

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

     

    (a) To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Investor, the directors, officers, partners,
      members, employees, agents, representatives of, and each Person, if any, who
      controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
      an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
      expenses, joint or several (collectively, “Claims”),
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified
      Damages”),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other “blue sky” laws of any jurisdiction in
      which Registrable Securities are offered (“Blue
      Sky Filing”),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading, (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, “Violations”).
      Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
      promptly as such expenses are incurred and are due and payable, for any legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(d); and (ii) shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of the
      Company, which consent shall not be unreasonably withheld or delayed. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Investors pursuant to Section
      9.


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (b) In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees to severally and not jointly indemnify,
      hold harmless and defend, to the same extent and in the same manner as is set
      forth in Section 6(a), the Company, each of its directors, each of its officers
      who signs the Registration Statement and each Person, if any, who controls
      the
      Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified
      Party”),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(c), such Investor will reimburse any legal or other
      expenses reasonably incurred by an Indemnified Party in connection with
      investigating or defending any such Claim; provided, however, that the indemnity
      agreement contained in this Section 6(b) and the agreement with respect to
      contribution contained in Section 7 shall not apply to amounts paid in
      settlement of any Claim if such settlement is effected without the prior written
      consent of such Investor, which consent shall not be unreasonably withheld
      or
      delayed; provided, further, however, that the Investor shall be liable under
      this Section 6(b) for only that amount of a Claim or Indemnified Damages as
      does
      not exceed the net proceeds to such Investor as a result of the sale of
      Registrable Securities pursuant to such Registration Statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9. 


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (c) Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for all such Indemnified Person or Indemnified Party
      to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. In the case of an Indemnified Person, legal counsel
      referred to in the immediately preceding sentence shall be selected by the
      Investors holding at least a majority in interest of the Registrable Securities
      included in the Registration Statement to which the Claim relates. The
      Indemnified Party or Indemnified Person shall cooperate reasonably with the
      indemnifying party in connection with any negotiation or defense of any such
      action or Claim by the indemnifying party and shall furnish to the indemnifying
      party all information reasonably available to the Indemnified Party or
      Indemnified Person which relates to such action or Claim. The indemnifying
      party
      shall keep the Indemnified Party or Indemnified Person fully apprised at all
      times as to the status of the defense or any settlement negotiations with
      respect thereto. No indemnifying party shall be liable for any settlement of
      any
      action, claim or proceeding effected without its prior written consent,
      provided, however, that the indemnifying party shall not unreasonably withhold,
      delay or condition its consent. No indemnifying party shall, without the prior
      written consent of the Indemnified Party or Indemnified Person, consent to
      entry
      of any judgment or enter into any settlement or other compromise which does
      not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Party or Indemnified Person of a release from all liability
      in respect to such Claim or litigation and such settlement shall not include
      any
      admission as to fault on the part of the Indemnified Party. Following
      indemnification as provided for hereunder, the indemnifying party shall be
      subrogated to all rights of the Indemnified Party or Indemnified Person with
      respect to all third parties, firms or corporations relating to the matter
      for
      which indemnification has been made. The failure to deliver written notice
      to
      the indemnifying party within a reasonable time of the commencement of any
      such
      action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

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

     

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


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    7. Contribution.

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no Person involved
      in the sale of Registrable Securities which Person is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
      connection with such sale shall be entitled to contribution from any Person
      involved in such sale of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) contribution by any seller of Registrable Securities
      shall be limited in amount to the amount of net proceeds received by such seller
      from the sale of such Registrable Securities pursuant to such Registration
      Statement.

     

    8. Reports
      Under the 1934 Act.
      

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration (“Rule
      144”),
      the
      Company agrees to:

     

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

     

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

     

    (c) furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934
      Act, (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company (unless such report
      is available on EDGAR), and (iii) such other information as may be reasonably
      requested to permit the Investors to sell such securities pursuant to Rule
      144
      without registration.

     

    9. Assignment
      of Registration Rights.
      

     

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


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    10. Amendment
      of Registration Rights.

     

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

     

    11. Miscellaneous.

     

    (a) A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from such record owner of such
      Registrable Securities.

     

    (b) Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company: 

    


    Telephone:  

    Facsimile:  

    Attention: 

    Email:
       

     

    With
      a
      copy (for informational purposes only) to:


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    If
      to the
      Transfer Agent:

     

    If
      to
      Legal Counsel:

    


    
      	
              Lowenstein
                Sandler PC

            
	
              65
                Livingston Avenue

            
	
              Roseland,
                New Jersey 07068

            
	
              Telephone:

            	
              (973)
                597-2476

            
	
              Facsimile:

            	
              (973)
                597-2477

            
	
              Attention:

            	
              Steven
                Skolnick, Esq.

            
	
              Email:

            	
              sskolnick@lowenstein.com

            


    

     

    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers
      attached hereto, with copies to such Buyer’s representatives as set forth on the
      Schedule of Buyers, or to such other address and/or facsimile number and/or
      to
      the attention of such other Person as the recipient party has specified by
      written notice given to each other party five (5) days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the
      recipient of such notice, consent, waiver or other communication, (B)
      mechanically or electronically generated by the sender’s facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    (c) Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (d) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in The City of New York, Borough of
      Manhattan, for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is brought in an
      inconvenient forum or that the venue of such suit, action or proceeding is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

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

     

    (f) This
      Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) and the instruments referenced herein and therein constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

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

     

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

     

    (i) This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    (j) Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

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


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

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

     

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

     

    (n) The
      obligations of each Investor hereunder are several and not joint with the
      obligations of any other Investor, and no provision of this Agreement is
      intended to confer any obligations on any Investor vis-à-vis any other Investor.
      Nothing contained herein, and no action taken by any Investor pursuant hereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated herein.

     

    *
      * * * *
      *

     

    [Signature
      Page Follows]


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.


     

      
        	 	
                COMPANY:

              
	 	 
	 	
                HUDSON
                  HOLDING CORPORATION

              
	 	 
	 	
                By:

              	 	
              
	 	 	
                Name:

              
	 	 	
                Title:

              


      

    

     

    [Signature
      Page to Registration Rights Agreement]


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

    

      
        	 	
                BUYERS:

              
	 	 
	 	
                SEAPORT
                  HUDSON LLC

              
	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

    

     

    [Signature
      Page to Registration Rights Agreement]


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    [Transfer
      Agent]

    Attention:

     

    Re: Hudson
      Holding Corporation

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to Hudson Holding Corporation, a Delaware corporation (the
      “Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement, dated as of June ___, 2008 (the “Securities Purchase
      Agreement”),
      entered into by and among the Company and the buyers named therein
      (collectively, the “Holders”)
      pursuant to which the Company issued to the Holders shares of the Company’s
      common stock, par value $0.001 per share (the “Common
      Stock”)
      and
      warrants exercisable for shares of Common Stock (the “Warrants”).
      Pursuant to the Securities Purchase Agreement, the Company also has entered
      into
      a Registration Rights Agreement with the Holders (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the resale
      of the Registrable Securities (as defined in the Registration Rights Agreement)
      under the Securities Act of 1933, as amended (the “1933
      Act”),
      including the shares of Common Stock issuable upon exercise of the
      Warrants.

     

    In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on ____________ ___, 2008, the Company filed a Registration Statement
      on Form S-1 (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling stockholder thereunder. 

     

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


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company’s Irrevocable Transfer Agent Instructions dated
      April __, 2008. 

    

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                [ISSUER’S
                  COUNSEL]

              
	 	 
	 	
                By:

              	 	 


      

    

     

    CC: [LIST
      NAMES OF HOLDERS]


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of common stock issuable upon exercise of the warrants
      to
      permit the resale of these shares of common stock by the holders from time
      to
      time after the date of this prospectus. We will not receive any of the proceeds
      from the sale by the selling stockholders of the shares of common stock. We
      will
      bear all fees and expenses incident to our obligation to register the shares
      of
      common stock.

     

    The
      selling stockholders may sell all or a portion of the shares of common stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      common stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent’s commissions. The shares of common stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions, 

     

    
      	
            	·	
              on
                any national securities exchange or quotation service on which the
                securities may be listed or quoted at the time of
                sale;

            


    

     

    
      	
            	·	
              in
                the over-the-counter market;

            


    

     

    
      	
            	·	
              in
                transactions otherwise than on these exchanges or systems or in the
                over-the-counter market;

            


    

     

    
      	
            	·	
              through
                the writing of options, whether such options are listed on an options
                exchange or otherwise;

            


    

     

    
      	
            	·	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
            	·	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
            	·	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
            	·	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
            	·	
              privately
                negotiated transactions;

            


    

     

    
      	
            	·	
              short
                sales;

            


    

     

    
      	
            	·	
              sales
                pursuant to Rule 144;

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    
      	
            	·	
              broker-dealers
                may agree with the selling securityholders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	
            	·	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
            	·	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    If
      the
      selling stockholders effect such transactions by selling shares of common stock
      to or through underwriters, broker-dealers or agents, such underwriters,
      broker-dealers or agents may receive commissions in the form of discounts,
      concessions or commissions from the selling stockholders or commissions from
      purchasers of the shares of common stock for whom they may act as agent or
      to
      whom they may sell as principal (which discounts, concessions or commissions
      as
      to particular underwriters, broker-dealers or agents may be in excess of those
      customary in the types of transactions involved). In connection with sales
      of
      the shares of common stock or otherwise, the selling stockholders may enter
      into
      hedging transactions with broker-dealers, which may in turn engage in short
      sales of the shares of common stock in the course of hedging in positions they
      assume. The selling stockholders may also sell shares of common stock short
      and
      deliver shares of common stock covered by this prospectus to close out short
      positions and to return borrowed shares in connection with such short sales.
      The
      selling stockholders may also loan or pledge shares of common stock to
      broker-dealers that in turn may sell such shares.

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the shares of common stock issuable upon exercise of the warrants owned by
      them
      and, if they default in the performance of their secured obligations, the
      pledgees or secured parties may offer and sell the shares of common stock from
      time to time pursuant to this prospectus or any amendment to this prospectus
      under Rule 424(b)(3) or other applicable provision of the Securities Act of
      1933, as amended, amending, if necessary, the list of selling stockholders
      to
      include the pledgee, transferee or other successors in interest as selling
      stockholders under this prospectus. The selling stockholders also may transfer
      and donate the shares of common stock in other circumstances in which case
      the
      transferees, donees, pledgees or other successors in interest will be the
      selling beneficial owners for purposes of this prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of common stock may be deemed to be “underwriters” within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of common stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth the aggregate amount of shares of common stock
      being offered and the terms of the offering, including the name or names of
      any
      broker-dealers or agents, any discounts, commissions and other terms
      constituting compensation from the selling stockholders and any discounts,
      commissions or concessions allowed or reallowed or paid to
      broker-dealers.

     

    Under
      the
      securities laws of some states, the shares of common stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of common stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied
      with.


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of common stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of common stock by the selling
      stockholders and any other participating person. Regulation M may also restrict
      the ability of any person engaged in the distribution of the shares of common
      stock to engage in market-making activities with respect to the shares of common
      stock. All of the foregoing may affect the marketability of the shares of common
      stock and the ability of any person or entity to engage in market-making
      activities with respect to the shares of common stock.

     

    We
      will
      pay all expenses of the registration of the shares of common stock pursuant
      to
      the registration rights agreement, estimated to be
      $[     ] in total, including, without limitation,
      Securities and Exchange Commission filing fees and expenses of compliance with
      state securities or “blue sky” laws; provided, however, that a selling
      stockholder will pay all underwriting discounts and selling commissions, if
      any.
      We will indemnify the selling stockholders against liabilities, including some
      liabilities under the Securities Act, in accordance with the registration rights
      agreements, or the selling stockholders will be entitled to contribution. We
      may
      be indemnified by the selling stockholders against civil liabilities, including
      liabilities under the Securities Act, that may arise from any written
      information furnished to us by the selling stockholder specifically for use
      in
      this prospectus, in accordance with the related registration rights agreement,
      or we may be entitled to contribution.

     

    Once
      sold
      under the shelf registration statement, of which this prospectus forms a part,
      the shares of common stock will be freely tradable in the hands of persons
      other
      than our affiliates. 

     

    
      
         

      

      
        -3-