EXHIBIT 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of March 28, 2007, among VendingData
Corporation, a Nevada corporation (the “Company”), and purchaser
identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).


 


R
E  C  I T  A  L  S


 


WHEREAS, the Company will sell $4,306,250 of
the Company’s Common Stock and Warrants to the Purchasers pursuant to that
certain Securities Purchase Agreement (“Purchase Agreement”) dated as of
March 27, 2007 by and among the Company and the Purchasers.


 


A
G  R  E  E  M  E  N  T


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
Company and the Lenders agree as follows:


 


1.                                       Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.


 


“Effective
Date” means the date that the Registration Statement has been declared
effective by the Commission.


 


“Effectiveness
Deadline” means the date (i) in the event that the Registration
Statement is not subject to a full review by the Commission, one-hundred and
fifty (150) calendar days after the Closing Date or (ii) in the event that
the Registration Statement is subject to a full review by the Commission,
one-hundred and eighty (180) calendar days after the Closing Date.


 


“Filing Date” means, with respect to
the initial Registration Statement required hereunder, means June 15,
2007.


 


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


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


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“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Legal
Counsel” shall be Schulte Roth & Zabel LLP or such other counsel
as hereafter designated by the Holders of a majority of the Registrable
Securities.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan of
Distribution” shall have the meaning set forth in Section 2.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means all of (i) the Shares; (ii) the Underlying
Shares; and (iii) any shares of Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, a security shall no longer be
a Registrable Security once it has been sold, or may be sold, without volume
restrictions pursuant to Rule 144(k) or sold pursuant to a Registration
Statement.


 


“Registration
Statement” means the registration statements required to be filed
hereunder, including (in each case) the Prospectus, amendments and supplements
to such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.


 


“Selling
Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


2.


 


(a)                                  Shelf Registration.  On or prior to the Filing Date, and subject
to the availability of Rule 415, the Company shall prepare and file with
the Commission a “Shelf”


 


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Registration Statement covering the resale of the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement shall be on Form S-3
(except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall
be on another appropriate form in accordance herewith) and shall contain
substantially the “Plan of Distribution” attached hereto as Annex A,
as modified by the Company as necessary to conform to comments from the
Commission.  Subject to the terms of this
Agreement, the Company shall use its best efforts to cause a Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, and shall use its best efforts to keep such
Registration Statement continuously effective under the Securities Act until
the earlier of (i) all Registrable Securities covered by such Registration
Statement have been sold, or may be sold without volume restrictions pursuant
to Rule 144(k), as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Holders, or (ii) March 28, 2009 (the “Effectiveness
Period”).  Within two Trading Days
after the Registration Statement is declared effective, the Company shall (i) file
a final Prospectus with the Commission pursuant to Rule 424 and (ii) notify
the Holders via facsimile of effectiveness of the Registration Statement.


 


(b)                                 Sufficient Number
of Shares Registered.  In the event
the number of shares available under a Registration Statement filed pursuant to
Section 2(a) is insufficient to cover all of the Registrable
Securities required to be covered by such Registration Statement or an Holder’s
allocated portion of the Registrable Securities pursuant to Section 2(b),
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 all of the Registrable Securities as of the trading day
immediately preceding the date of the filing of such amendment or new
Registration Statement, in each case, 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.  For purposes of the foregoing provision, the
number of shares available under a Registration Statement shall be deemed “insufficient
to cover all of the Registrable Securities” if at any time the number of shares
of Common Stock available for resale under the Registration Statement is less
than the product determined by multiplying (i) the total number of
Registrable Securities as of such time by (ii) 0.90.  The calculation set forth in the foregoing
sentence shall be made without regard to any limitations on the exercise of the
Warrants and such calculation shall assume that the Warrants are then
exercisable for shares of Common Stock at the then prevailing Exercise Price
(as defined in the Warrants).


 


(c)                                  Effect of Failure
to File and Obtain and Maintain Effectiveness of Registration Statement.  If (i) a Registration Statement covering
all of the Registrable Securities required to be covered thereby and required
to be filed by the Company pursuant to this Agreement is (A) not filed
with the Commission on or before the respective Filing Date (a “Filing Failure”) or (B) not declared
effective by the Commission on or before the respective Effectiveness Deadline
(an “Effectiveness Failure”) or (ii) on
any day after the Effective Date sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other
than during an Allowable Grace Period (as defined in Section 3(j))
pursuant to such Registration Statement or otherwise (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary


 


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for sales to be made pursuant to such Registration Statement, to
register a sufficient number of shares of Common Stock or to maintain the
listing of the Common Stock) (a “Maintenance
Failure”) then, as partial relief for the damages to any holder by
reason of any such delay in or reduction of its ability to sell the underlying
shares of Common Stock (which remedy shall not be exclusive of any other
remedies available at law or in equity), the Company shall pay to each holder
of Registrable Securities relating to such Registration Statement an amount in
cash equal to one percent (1%) of the aggregate Subscription Amount (as such
term is defined in the Purchase Agreement) of such Holder’s Registrable
Securities included in such Registration Statement on each of the following
dates:  (i) the day of a Filing
Failure; (ii) the day of an Effectiveness Failure; (iii) the initial
day of a Maintenance Failure; (iv) on every thirtieth day after the day of
a Filing Failure and thereafter (pro rated for periods totaling less than
thirty days) until such Filing Failure is cured; (v) on every thirtieth
day after the day of an Effectiveness Failure and thereafter (pro rated for
periods totaling less than thirty days) until such Effectiveness Failure is
cured; and (vi) on every thirtieth day after the initial day of a
Maintenance Failure and thereafter (pro rated for periods totaling less than
thirty days) until such Maintenance Failure is cured.  The payments to which a holder shall be
entitled pursuant to this Section 2(c) are referred to herein as “Registration Delay Payments.”  Registration Delay Payments shall be paid on
the earlier of (I) the dates set forth above and (II) the third Business Day
after the event or failure giving rise to the Registration Delay Payments is
cured.  Notwithstanding anything herein
or in the Purchase Agreement to the contrary, in no event shall the aggregate
amount of Registration Delay Payments exceed, in the aggregate, five percent
(5%) of the aggregate Subscription Amount.


 


3.                                       Registration
Procedures


 


In connection with the Company’s registration
obligations hereunder, the Company shall:


 


(a)                                  Not less than five
Trading Days prior to the filing of each Registration Statement and not less
than two Trading Day prior to the filing of any related amendment or supplement
thereto, the Company shall, (i) furnish to each Holder the selling
stockholder and plan of distribution sections made a part thereof, along with
any other section that specifically references a Holder, (ii) cause
its officers, directors and counsel to respond to all reasonable inquiries from
the Holders as shall be necessary for each Holder to conduct a reasonable
investigation within the meaning of the Securities Act and (iii) permit
each Holder and Legal Counsel to review and comment upon the Registration
Statement and all amendments and supplements to all Registration
Statements.  Each Holder agrees to be
named in the Registration Statement and to carry out the offer and sale of
Registrable Securities held by such Holder in a conformance with the Plan of
Distribution attached hereto as Annex A, as modified by the Company as necessary
to conform to comments from the Commission. 
Each Holder agrees to furnish to the Company a completed Questionnaire
in the form attached to this Agreement as Annex B (a “Selling Shareholder
Questionnaire”) by the end of the fourth Trading Day following the date on
which such Holder receives the Selling Shareholder Questionnaire and draft
materials in accordance with this Section. 
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


 


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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.


 


(b)                                 (i) Prepare and
file with the Commission such amendments, including post-effective amendments,
to a Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep a Registration Statement continuously effective as to
the applicable Registrable Securities for the Effectiveness Period; (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus
supplement (subject to the terms of this Agreement), and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly
as reasonably possible to any comments received from the Commission with
respect to a Registration Statement or any amendment thereto; and (iv) comply
in all material respects with the provisions of the Securities Act and the
Exchange Act applicable to the Company with respect to the disposition of all
Registrable Securities covered by a Registration Statement during the applicable
period in accordance with the intended methods of disposition by the Holders
thereof set forth in such Registration Statement as so amended or in such
Prospectus as so supplemented.  The
Company shall furnish to Legal Counsel, without charge copies of any
correspondence from the Commission or the staff of the Commission to the
Company or its representatives relating to any Registration Statement.


 


(c)                                  Notify the Holders of
Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through
(iv) hereof, be accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made) as promptly as
reasonably possible (i) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of the
issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities; (iii) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction; or (iv) of the occurrence of any
event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made
in a Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.  Any and all
of such information contemplated by subparagraphs (i) through (iv) shall
remain confidential to each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law.


 


(d)                                 Use its best efforts
to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
suspending the effectiveness of a Registration Statement, or


 


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(ii) any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction, at the earliest practicable moment.


 


(e)                                  Furnish to each
Holder, without charge, at least one conformed copy of each such final
Prospectus and each final amendment or supplement thereto, promptly after the
filing of such documents with the Commission, for Holder’s delivery in
connection with a sale of the Registrable Securities.


 


(f)                                    Subject to the
terms of this Agreement, the Company hereby consents to the use of each
Prospectus and each amendment or supplement thereto, provided by the Company
pursuant to subpart (e) above, by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto, except after the
giving of any notice pursuant to Section 3(d).


 


(g)                                 If NASDR Rule 2710
requires any broker-dealer to make a filing prior to executing a sale by a
Holder, the Company shall (i) make an Issuer Filing with the NASDR, Inc.
Corporate Financing Department pursuant to proposed NASDR Rule 2710(b)(10)(A)(i),
(ii) respond within five Trading Days to any comments received from NASDR
in connection therewith, and (iii) pay the filing fee required in
connection therewith.


 


(h)                                 Prior to any resale of
Registrable Securities by a Holder, use its commercially reasonable efforts to
register or qualify or cooperate with the selling Holders in connection with
the registration or qualification (or exemption from the Registration or
qualification) of such Registrable Securities for the resale by the Holder
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Registrable Securities
covered by each Registration Statement; provided, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is
not then so qualified, subject the Company to any material tax in any such
jurisdiction where it is not then so subject or file a general consent to
service of process in any such jurisdiction.


 


(i)                                     If requested by
the Holders, cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be
delivered to a transferee pursuant to a Registration Statement, which
certificates shall be free, to the extent permitted by the Securities Act, of
all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.


 


(j)                                     Upon the
occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its
stockholders of the premature disclosure of such event, prepare a supplement or


 


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amendment, including a post-effective
amendment, to a Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, neither a Registration Statement nor such Prospectus will 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.  If the Company notifies the Holders in
accordance with clauses (ii) through (iv) of Section 3(c) above
to suspend the use of any Prospectus until the requisite changes to such
Prospectus have been made, then the Holders shall suspend use of such
Prospectus.  The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as
promptly as is practicable.  The Company
shall be entitled to exercise its right under this Section 3(j) to suspend
the availability of a Registration Statement and Prospectus, provided that each
period (each, a Grace Period”) shall not exceed thirty (30) consecutive
days and during any three hundred sixty five (365) 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”).


 


(k)                                  Comply with all
applicable rules and regulations of the Commission.


 


(l)                                     The Company may
require each selling Holder to furnish to the Company a certified statement as
to (i) the number of shares of Common Stock beneficially owned by such
Holder, (ii) the natural persons thereof that have voting and dispositive
control over the shares of Common Stock, and (iii) any affiliation between
the Holder and either the Company’s independent accountants or any member of
the NASD.


 


(m)                               The Company shall use
its best efforts either to cause all of the Registrable Securities covered by a
Registration Statement to be listed on the primary securities exchange or stock
market on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange or stock market.


 


(n)                                 If requested by a
Holder, the Company shall as soon as practicable (i) incorporate in a
prospectus supplement or post-effective amendment such information as a Holder
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 a Holder
holding any Registrable Securities.


 


4.                                       Registration
Expenses.  All fees and expenses
incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. 
The fees and expenses


 


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referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be
made with any Trading Market on which the Common Stock is then listed for
trading, (B) in compliance with applicable state securities or Blue Sky
laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection
with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if
not previously paid by the Company in connection with an Issuer Filing, with
respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with NASD
Regulation, Inc. pursuant to the NASD Rule 2710, so long as the
broker is receiving no more than a customary brokerage commission in connection
with such sale, (ii) printing expenses incurred by the Company (including,
without limitation, expenses of printing certificates for Registrable
Securities, (iii) messenger, telephone and delivery expenses incurred by
the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance incurred by the Company, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement.  In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder. In no
event shall the Company be responsible for any broker or similar commissions of
any Holder or, except to the extent provided for in the Transaction Documents,
any legal fees or other costs of the Holders.


 


5.                                       Indemnification


 


(a)                                  Indemnification by
the Company.  The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, members, partners, employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, shareholders, partners, and employees of each such
controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue statement of a
material fact contained in a Registration Statement, any Prospectus or any form
of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission of a material fact
required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading, (2) any
violation by the Company of the Securities Act, Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with
the performance of its obligations under this Agreement, except to the extent,
but only to the extent, that (i) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s


 


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proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto (it being
understood that the Holder has approved Annex A hereto for this purpose), (ii) in
the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(iv),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in
Section 6(d), or (iii) any such untrue statement, omission or
violation is directly related to and primarily the result of a material breach
of this Agreement or violation of law by Holder; or (3) any violation of this
Agreement.


 


(b)                                 Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents, attorneys and employees,
each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents, attorneys or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities
Act, (y) a material breach of this Agreement or violation of law by Holder, or
(z)  any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or
any form of prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading (i) to the extent, but only
to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus or (ii) to
the extent that such information relates to such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in a Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(iv), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 6(d).  In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 


(c)                                  Conduct of
Indemnification Proceedings. If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party
shall have the right to assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with defense thereof; provided, that
the failure of any Indemnified Party to


 


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give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that such failure shall have
prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party, in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party.  The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld or delayed.


 


Subject to the
terms of this Agreement, all reasonable fees and expenses of the Indemnified
Party owing under this Section 5 (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party.


 


(d)                                 Contribution.  If the indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless for any Losses, then each Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Party, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action
in question, including any untrue statement of a material fact or omission of a
material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission.  The
amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.


 


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The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(d),
no Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, except
in the case of fraud by such Holder.


 


The indemnity
and contribution agreements contained in this Section are in addition to
any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6.                                       Reports Under
the 1934 Act.


 


With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act or
any other similar rule or regulation of the Commission that may at any
time permit the Holders 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
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Securities Exchange Act of 1934, as
amended (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
Holder so long as such Holder 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 Securities 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, and (iii) such other information as may be reasonably requested
to permit the Holders to sell such securities pursuant to Rule 144 without
registration.


 


7.                                       Miscellaneous


 


(a)                                  Remedies.  In the event of a breach by the Company or by
a Holder, of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise
all rights granted by law and under this Agreement, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement.  The Company and each Holder
agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further


 


11

















 


agrees that, in the event of any action for
specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate.


 


(b)                                 No Piggyback on
Registrations.  Except as set forth
on Schedule 6(b) attached hereto, neither the Company nor any
of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in the initial Registration
Statement other than the Registrable Securities.


 


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


 


(d)                                 Discontinued
Disposition.  Each Holder agrees by
its acquisition of Registrable Securities that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(c),
such Holder will forthwith discontinue disposition of such Registrable
Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. 
The Company will use its best efforts to ensure that the use of the
Prospectus may be resumed as promptly as it practicable.


 


(e)                                  Piggy-Back
Registrations.  If at any time during
the Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to
prepare and file with the Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act
of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with the stock option or other employee benefit plans, then the
Company shall send to each Holder a written notice of such determination and,
if within fifteen days after the date of such notice, any such Holder shall so
request in writing, the Company shall include in such registration statement
all or any part of such Registrable Securities such Holder requests to be
registered.


 


(f)                                    Amendments and
Waivers. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the same
shall be in writing and signed by the Company and the Holders of at least a
majority the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.


 


12

















 


(g)                                 Notices. Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the Purchase
Agreement, as the case may be.


 


(h)                                 Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights (except by
merger) or obligations hereunder without the prior written consent of at least
a majority of the Holders of the then-outstanding Registrable Securities.  The rights under this Agreement shall be
automatically assignable by any Holder to any transferee of 50% or more of such
Holder’s Registrable Securities if: (i) such Holder agrees in writing with
the transferee or assignee to assign such rights and a copy of such agreement
is furnished to the Company promptly after such assignment; (ii) the
Company is, promptly 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 Securities Act and 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 Purchase Agreement.


 


(i)                                     No Inconsistent
Agreements. Neither the Company nor any of its Subsidiaries has entered, as
of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(j)                                     Execution and
Counterparts.  This Agreement may be
executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


(k)                                  Governing Law.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the
State of New York. The parties hereby waive all


 


13

















 


rights to a trial by jury.  If either party shall commence an action or
proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding..


 


(l)                                     Cumulative
Remedies.  The remedies provided
herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)                               Severability. 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 shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable 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.  It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(n)                                 Headings.  The headings in this Agreement are for
convenience only, do not constitute a part of this Agreement, and shall not be
deemed to limit or affect any of the provisions hereof.


 


(o)                                 Independent Nature
of Holders’ Obligations and Rights. 
The obligations of each Holder hereunder are several and not joint with
the obligations of any other Holder hereunder, and no Holder shall be
responsible in any way for the performance of the obligations of any other
Holder hereunder.  Nothing contained
herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions
contemplated by this Agreement.  Each
Holder shall be entitled to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Holder to be joined as an additional party in any
proceeding for such purpose.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK


SIGNATURE PAGES FOLLOW]


 


14

















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	
   

  	
  VENDINGDATA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Mark
  Newburg,

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  



 

















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


 


	
   

  	
  GLG NORTH AMERICAN OPPORTUNITY

  FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Kuschill

  	
   

  
	
   

  	
   

  	
  Name: Tim Kuschill

  
	
   

  	
   

  	
  Title: 
  Legal Counsel, GLG Partners LP

  



 

















 


ANNEX
A


 


Plan of
Distribution


 


The selling stockholders may, from time to
time, sell any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions.  These sales may be 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.  The selling stockholders may use any one or
more of the following methods when selling shares:


 


•                  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;


 


•                  broker-dealers
may agree with the selling stockholders 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.


 


The selling stockholders may also sell shares
under Rule 144 under the Securities Act, if available, rather than under
this prospectus.


 


The selling stockholders may also engage in
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades.


 


Broker-dealers engaged by the selling
stockholders may arrange for other brokers-dealers to participate in
sales.  Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated.  The selling
stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.  Any profits on the resale of shares of common
stock by a broker-dealer acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act.  Discounts, concessions, commissions and
similar selling expenses, if any, attributable to the sale of shares will be
borne by a selling stockholder.  The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares if liabilities
are imposed on that person under the Securities Act.  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


 


17

















 


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 from time to
time pledge or grant a security interest in some or all of the shares of common
stock 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 under this prospectus after we have filed a
supplement to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933 amending 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
the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of
common stock from time to time under this prospectus after we have filed a
supplement to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.


 


The selling stockholders and any
broker-dealers or agents that are involved in selling the shares of common
stock may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales.  In
such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares of common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.


 


We are required to pay all fees and expenses
incident to the registration of the shares of common stock.  We have agreed to indemnify the selling
stockholders against certain claims, damages and liabilities, including
liabilities under the Securities Act.


 


The selling stockholders have advised us that
they have not entered into any agreements, understandings or arrangements with
any underwriters or broker-dealers regarding the sale of their shares of common
stock, nor is there an underwriter or coordinating broker acting in connection
with a proposed sale of shares of common stock by any selling stockholder.  If we are notified by any selling stockholder
that any material arrangement has been entered into with a broker-dealer for the
sale of shares of common stock, if required, we will file a supplement to this
prospectus.  If the selling stockholders
use this prospectus for any sale of the shares of common stock, they will be
subject to the prospectus delivery requirements of the Securities Act.


 


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.


 


18

















 


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.


 


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.


 


19

















 


ANNEX B


 


VendingData Corporation


 


Selling
Securityholder Notice and Questionnaire


 


The undersigned beneficial owner of common stock, par value $0.001 per
share (the “Common Stock”), of VendingData Corporation, a Nevada
corporation (the “Company”), (the “Registrable Securities”)
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-3
(the “Registration Statement”) for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Securities, in accordance with the terms of the Registration Rights
Agreement, dated as of               ,
2007 (the “Registration Rights Agreement”), among the Company and the
Holders named therein.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Rights Agreement.


 


Certain legal consequences arise from being named as a selling securityholder
in the Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling Securityholder”)
of Registrable Securities hereby elects to include the Registrable Securities
owned by it and listed below in Item 3 (unless otherwise specified under such
Item 3) in the Registration Statement.


 


20

















 


The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.                                      Name.


 


(a)                                  Full
Legal Name of Selling Securityholder


 


 


(b)                                 Full Legal Name of
Registered Holder (if not the same as (a) above) through which Registrable
Securities Listed in Item 3 below are held:


 


 


(c)                                  Full Legal Name of
Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by
the questionnaire):


 


 


2. 
Address for Notices to Selling Securityholder:


 


	
   

  
	
   

  
	
   

  
	
  Telephone:

  
	
  Fax:

  
	
  Contact Person:

  



 


3. 
Beneficial Ownership of Registrable Securities:


 


(a)                                  Type
and Number of Registrable Securities beneficially owned:


 


 


 


21

















 


4. 
Broker-Dealer Status:


 


(a)                                  Are you a broker-dealer?


 


Yes  o          No  o


 


(b)                                 If “yes” to Section 4(a),
did you receive your Registrable Securities as compensation for investment
banking services to the Company.


 


Yes  o          No  o


 


Note:                   If no, the Commission’s staff has
indicated that you should be identified as an underwriter in the Registration
Statement.


 


(c)                                  Are you an affiliate
of a broker-dealer?


 


Yes  o          No  o


 


(d)                                 If you are an
affiliate of a broker-dealer, do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the
Registrable Securities?


 


Yes  o          No  o


 


Note:                   If no, the Commission’s staff has
indicated that you should be identified as an underwriter in the Registration
Statement.


 


5. 
Beneficial Ownership of Other Securities of the Company Owned by the
Selling Securityholder.


 


Except as set forth below in this Item 5, the
undersigned is not the beneficial or registered owner of any securities of the
Company other than the Registrable Securities listed above in Item 3.


 


(a)                                  Type and Amount of
Other Securities beneficially owned by the Selling Securityholder:


 


 


 


22

















 


6. 
Relationships with the Company:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity
holders (owners of 5% of more of the equity securities of the undersigned) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


 


 


7.  Relationships with the Company’s Independent
Accountant:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity
holders (owners of 5% of more of the equity securities of the undersigned) has
held any position or office or has had any other material relationship with the
Company’s independent accountants, Piercy Bowler Taylor & Kern, of Las
Vegas , Nevada (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


 


 


The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement
remains effective.


 


By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 7 and the
inclusion of such information in the Registration Statement and the related
prospectus and any
amendments or supplements thereto. 
The undersigned understands that such information will be relied upon by
the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


23

















 


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
  Beneficial
  Owner:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


 


Daniel Donahue, Esq.


Greenberg
Traurig, LLP


650 Town
Center Drive, Suite 1700


Costa Mesa,
CA  92626


 


Fax: 714-708-6501


 


24

















 


SCHEDULE 6(B)


 


PIGGYBACK REGISTRATIONS


 


The Company intends to include on the initial Registration Statement:


 


25