EXECUTION
      COPY


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    This
      Registration Rights Agreement (“Agreement”)
      is
      entered into as of December 27, 2006, between Migo Software, Inc., a Delaware
      corporation with offices at 555 Twin Dolphin Drive, Suite 650, Redwood
      City, California, 94065 (the “Company”),
      and
      the persons whose names and addresses are set forth on the signature page hereof
      (the “Holders”).

     

    W I T
 N E
 S S E 
TH
:

    


    WHEREAS,
      the
      Company has issued shares of the common stock, $.0001 per share of the Company
      (the “Common
      Stock”)
      to
      StompSoft, Inc. (“StompSoft”)
      and to
      GCMI, Securities, Inc. in connection with the purchase by the Company of
      substantially all of the assets and business of StompSoft pursuant to the terms
      of an Asset Purchase Agreement of even date herewith (the “Purchase
      Agreement”);

     

    WHEREAS,
      the
      Company has agreed to provide to the Holders certain registration rights as
      set
      forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations, warranties, covenants
      and
      conditions set forth in the Purchase Agreement, the Notes and this Agreement,
      the Company and each Holder agrees as follows:

     

    1.  Certain
      Definitions.
      Unless
      defined herein, capitalized terms used herein and not otherwise defined shall
      have the meaning ascribed thereto in the Purchase Agreement. As used in this
      Agreement, the following terms shall have the following respective
      meanings:

     

    “Closing
      Date”
shall
      have the meaning ascribed to it in the Purchase Agreement.

     

    “Commission”
or
      “SEC”
shall
      mean the Securities and Exchange Commission or any other federal agency at
      the
      time administering the Securities Act.

     

    “Holder”
and
      “Holders”
shall
      include the persons set forth on the signature page hereof and any permitted
      transferee or transferees of Registrable Securities (as defined below) and
      the
      Securities which have not been sold to the public to whom the registration
      rights conferred by this Agreement have been transferred in compliance with
      this
      Agreement.

     

    The
      terms
“register,”
      “registered”
and
      “registration”
shall
      refer to a registration effected by preparing and filing a registration
      statement in compliance with the Securities Act and applicable rules and
      regulations thereunder, and the declaration or ordering of the effectiveness
      of
      such registration statement.

     

    “Registrable
      Securities”
shall
      mean: (i) the Common Stock or other securities issued or issuable to each Holder
      or its permitted transferee or designee under the Purchase Agreement, (ii)
      securities issued or issuable upon any stock split, stock dividend, merger,
      reverse merger, recapitalization or similar event with respect to the foregoing;
      and (iii) any other security issued as a dividend or other distribution with
      respect to, in exchange for or in replacement of the securities referred to
      in
      the preceding clauses; provided that all such shares shall cease to be
      Registrable Securities at such time as they have been sold under a Registration
      Statement or pursuant to Rule 144 under the Securities Act or otherwise or
      at
      such time as they are eligible to be sold pursuant to Rule 144(k). 

     

    “Registration
      Expenses”
shall
      mean all expenses, exclusive of underwriting discounts and commissions, to
      be
      incurred in connection with each Holder’s registration rights under this
      Agreement not included in Selling Expenses, including, without limitation,
      all
      registration and filing fees, printing expenses, fees and disbursements of
      counsel for the Company, blue sky fees and expenses, and the expense of any
      special audits incident to or required by any such registration (but excluding
      the compensation of regular employees of the Company, which shall be paid in
      any
      event by the Company) and the reasonable out-of-pocket fees and disbursements
      of
      one counsel for the selling Holders selected by them shall be borne by the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registration
      Statement”
shall
      have the meaning set forth in Section 2(a) herein.

     

    “Regulation
      D”
shall
      mean Regulation D as promulgated pursuant to the Securities Act, and as
      subsequently amended.

     

    “Securities
      Act”
or
      “Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Selling
      Expenses”
shall
      mean all underwriting discounts and selling commissions applicable to the sale
      of Registrable Securities.

     

    2.  Registration
      Requirements.
      The
      Company shall use its best efforts to effect as soon as practical the
      registration of the Registrable Securities (including, without limitation,
      the
      execution of an undertaking to file post-effective amendments, appropriate
      qualification under applicable blue sky or other state securities laws and
      appropriate compliance with applicable regulations issued under the Securities
      Act) within the five (5) month period after the Closing Date as would permit
      or
      facilitate the sale or distribution of all the Registrable Securities in the
      manner (including manner of sale) and in all states reasonably requested by
      the
      Holder. Such best efforts by the Company shall include, without limitation,
      the
      following:

     

    (a)    The
      Company shall, as expeditiously as possible:

     

    (i)  Prepare
      and file a registration statement with the Commission pursuant to Rule 415
      under
      the Securities Act on Form SB-2 under the Securities Act (or in the event that
      the Company is ineligible to use such form, such other form as the Company
      is
      eligible to use under the Securities Act provided that such other form shall
      be
      converted into an SB-2 as soon as Form SB-2 becomes available to the Company)
      covering resales by the Holders as selling stockholders (not underwriters)
      of
      the Registrable Securities (“Registration
      Statement”),
      The
      Company shall use its best efforts to cause such Registration Statement and
      other filings to be declared effective as soon as practicable. Without limiting
      the foregoing, the Company will promptly respond to all SEC comments, inquiries
      and requests, and shall request acceleration of effectiveness at the earliest
      possible date.

     

    
      
        
        

      

      
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    (ii)  Prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus used in connection with such Registration Statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement and notify the Holders of the filing and effectiveness of such
      Registration Statement and any amendments or supplements.

     

    (iii)  As
      soon
      as practicable after the effectiveness of the Registration Statement or the
      filing date of any amendments or supplements, as the case may be, furnish,
      by
      email to the respective email addresses set forth on the signature pages hereto,
      to each Holder that has Common Shares included in the Registration Statement
      such numbers of copies of a current prospectus conforming with the requirements
      of the Securities Act, copies of the Registration Statement, any amendment
      or
      supplement thereto and any documents incorporated by reference therein and
      such
      other documents as such Holder may reasonably request in order to facilitate
      the
      disposition of Registrable Securities owned by such Holder. 

     

    (iv)  Register
      and qualify the securities covered by such Registration Statement under the
      securities or “Blue Sky” laws of all domestic jurisdictions; provided that the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such states or jurisdictions.

     

    (v)  Notify
      promptly each Holder that has Registrable Securities included in the
      Registration Statement of the happening of any event (but not the substance
      or
      details of any such event) of which the Company has knowledge as a result of
      which the prospectus (including any supplements thereto or thereof) included
      in
      such Registration Statement, as then in effect, includes an untrue statement
      of
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing (each an “Event”),
      and
      use its best efforts to promptly update and/or correct such prospectus. Each
      Holder will hold in confidence and will not make any disclosure of any such
      Event and any related information disclosed by the Company except to Holder’s
      financial and legal advisors. 

     

    (vi)  Notify
      each Holder of the issuance by the Commission or any state securities commission
      or agency of any stop order suspending the effectiveness of the Registration
      Statement or the threat or initiation of any proceedings for that purpose.
      The
      Company shall use its best efforts to prevent the issuance of any stop order
      and, if any stop order is issued, to obtain the lifting thereof at the earliest
      possible time.

     

    (vii)  List
      the
      Registrable Securities covered by such Registration Statement with all
      securities exchange(s) and/or markets on which the Common Stock is then listed
      and prepare and file any required filings with the Over The Counter Bulletin
      Board (the “OTCBB”),
      if
      any, or any other exchange or market where the Common Shares are
      traded.

     

    
      
        
        

      

      
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    (viii)  Take
      all
      steps reasonably necessary to enable Holders to avail themselves of the
      prospectus delivery mechanism set forth in Rule 153 (or successor thereto)
      under
      the Act.

     

    (ix)       
      Permit
      a
      Holder, if such Holder reasonably believes it might be deemed to be an
      underwriter or a controlling person of the Company, to participate in the
      preparation of such registration or comparable statement.

     

    (x)         In
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any common stock included
      in such registration statement for sale in any jurisdiction, the Company shall
      use its reasonable efforts promptly to obtain the withdrawal of such
      order.

     

    (xi)       
      Furnish
      to the underwriters, if such securities are being sold through underwriters,
      at
      the request of such underwriters, on the date that such Registrable Securities
      are delivered to the underwriters for sale in connection with a registration
      pursuant to this Agreement, (i) an opinion, dated such date, of the counsel
      representing the Company for the purposes of such registration, in form and
      substance as is customarily given to underwriters in an underwritten public
      offering, addressed to the underwriters, and (ii) a comfort letter dated such
      date, from the independent certified public accountants of the Company, in
      form
      and substance as is customarily given by independent certified public
      accountants to underwriters in an underwritten public offering, addressed solely
      to the underwriters, which letter specifies the parties entitled to rely
      thereon.

     

    (b)    Notwithstanding
      the obligations
      under Section 2(a)(v) or any provision of this Agreement, if (i) in the good
      faith judgment of the Company, following consultation with legal counsel, it
      would be detrimental to the Company and its stockholders for resales of
      Registrable Securities to be made pursuant to the Registration Statement due
      to
      the existence of a material development or potential material development
      involving the Company that the Company would be obligated to disclose in the
      Registration Statement, which disclosure would be premature or otherwise
      inadvisable at such time or would have a material adverse effect upon the
      Company and its stockholders, or (ii) in the good faith judgment of the Company,
      it would adversely affect or require premature disclosure of the filing of
      a
      Company-initiated registration of any class of its equity securities, then
      the
      Company will have the right to suspend the use of the Registration Statement
      for
      two periods of not more than 30 calendar days each in any 12 month period,
      but
      only if the Company reasonably concludes, after consultation with outside legal
      counsel, that the failure to suspend the use of the Registration Statement
      as
      such would create a material liability or violation under applicable securities
      laws or regulations.

     

    
      
        
        

      

      
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    (c)    If
      at any
      time subsequent to the date such Registration Statement is declared effective,
      the number of shares of Common Stock registered for resale pursuant to the
      Registration Agreement is not equal to at least 100% of the Registrable
      Securities, the Company shall amend the Registration Statement to add such
      additional securities. In the event that the Company is unable under the
      securities laws to add such additional securities to the then effective
      Registration Statement, the Company shall promptly file, in accordance with
      the
      procedures set forth herein, an additional Registration Statement with respect
      to such newly Registrable Securities. The Company shall use its best efforts
      to
      cause any such additional Registration Statement, when filed, to become
      effective as soon as practicable after that date that the need to file the
      Registration Statement arose. 

     

    (d)    If
      at any
      time during the term of this Agreement, the registration statement described
      in
      Section 2(a) is not effective with respect to some or all of the Registrable
      Securities, each Holder shall have the following “piggyback” registration
      rights, which rights shall be pari passu to “piggyback” registration rights or
      similar rights provided under any other registration rights agreements binding
      on the Company. If the Company at any time following the Closing Date proposes
      for any reason to register Common Stock under the Securities Act (other than
      registrations relating to employee benefit plans, business combinations or
      other
      registrations on Form S-4 or Form S-8 promulgated under the Securities Act
      or
      any successor forms thereto), it shall promptly give written notice to each
      Holder of its intention to so register such equity securities and, upon the
      written request, given within 20 calendar days after delivery of such notice
      by
      the Company, of such Holder to include in such registration Registrable
      Securities held by such Holder (which request shall specify the number of
      Registrable Shares proposed to be included in such registration by such Holder
      and shall state the intended method of disposition of such Registrable
      Securities by such Holder), the Company shall use its best efforts to cause
      all
      such Registrable Securities to be included in such registration on the same
      terms and conditions as the securities otherwise being sold in such
      registration; provided, however, that the Company shall have the right to delay
      such a registration under customary circumstances for a period not in excess
      of
      90 calendar days in any twelve month period and if the managing underwriter
      advises the Company in writing that the inclusion of all Registrable Securities
      proposed to be included in such registration would interfere materially with
      the
      successful marketing (including pricing) of primary shares (the “Primary
      Shares”)
      proposed to be registered by the Company, then the number of Primary Shares
      and
      Registrable Securities proposed to be included in such registration shall be
      included in the following order:

     

    (i)      
      first,
      the Primary Shares to be sold by the Company; and 

    


    (ii)     
      second,
      the Registrable Securities requested to be included in such registration
      pursuant to this Section 2(d) on a pari passu basis with the securities of
      other
      holders with “piggyback” registration rights;

    


    provided,
      that in
      the case of any such underwritten offering of Common Shares by the Company
      that
      is in satisfaction of a demand registration pursuant to Section 2(e), the
      order for inclusion of Primary Shares and Registrable Securities shall be as
      set
      forth in that section. 

     

    
      
        
        

      

      
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    (e)    If
      at any
      time during the period beginning 180 calendar days after the Closing Date and
      ending two years after the Closing Date, the registration statement described
      in
      Section 2(a) is not effective with respect to some or all of the Registrable
      Securities, Holders who collectively hold more than $500,000 in value of the
      Registrable Securities shall have the following demand registration rights.
      If
      the Company shall be requested in writing by an eligible Holder, or eligible
      Holders, to effect a registration on Form S-1, or on Form SB-2 if the
      Company is so eligible, under the Securities Act of Registrable Securities,
      then
      the Company shall promptly use its best efforts to effect such registration
      under the Securities Act of such Registrable Securities which the Company has
      been so requested to register in the manner described in Section 2(a); provided,
      however, that the Company shall not be obligated to effect any registration
      under this Section 2(e) except in accordance with the following
      provisions:

     

    (i)         
      The
      Company shall not be obligated to file and cause to become effective (x) more
      than two
      registration statements on Form S-1 or Form SB-2 with respect to
      Registrable Securities initiated by the Holders pursuant to this
      Section 2(e); (y) any registration statement covering less than $500,000 in
      value of Registrable Securities; or (z) any registration statement during any
      period in which any other registration statement pursuant to which Common Shares
      are to be or were sold has been filed and not withdrawn or has been declared
      effective within the prior 60 calendar days; 

    


    (ii)        
      The
      Company may delay the filing or effectiveness of any registration statement
      for
      a period of up to 60 calendar days after the date of a request for registration
      pursuant to this Section 2(e) if the Company determines in good faith that
      (A)
      it is in possession of material, non-public information concerning an
      acquisition, merger, recapitalization, consolidation, reorganization or other
      material transaction by or of the Company or concerning pending or threatened
      litigation and (B) disclosure of such information would jeopardize any such
      transaction or litigation or otherwise materially harm the Company; provided,
      however,
      that
      the Company may not exercise such deferral right more than twice in any twelve
      month-period.

    


    (f) At
      such
      time as the Company shall have qualified for the use of Form S-3 promulgated
      under the Securities Act or any successor form thereto, the Holders shall have
      the right to request in writing registrations on Form S-3 or such successor
      form
      of Registrable Shares held by the Holders in the manner described in Section
      2(a), which request or requests shall (i) specify the number of Registrable
      Shares held by the requesting Holders intended to be sold or disposed of, (ii)
      state the intended method of disposition of such Registrable Shares held by
      the
      Holders and (iii) relate to Registrable Shares having an anticipated aggregate
      offering price of at least $500,000. A requested registration on Form S-3 or
      any
      such successor form in compliance with Section 4 shall not count as a
      registration statement initiated pursuant to Section 2(e) but shall otherwise
      be
      treated as a registration statement initiated pursuant to, and shall, except
      as
      otherwise expressly provided in Section 4, be subject to Section 2. In
      no event will any Holder be entitled to demand any registration on Form S-3
      if
      the registration would require filing under Blue Sky or similar state securities
      laws in any jurisdiction in which the Company would be required to qualify
      to do
      business or execute a general consent to service of process to effect such
      registration and filing.

     

    3.     
      Reports
      Under Securities
      Exchange
      Act of 1934.
      With a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the Securities Act and any other rule or regulation of the SEC that may
      at
      any time permit a Holder to sell securities of the Company to the public without
      registration, the Company agrees to use its best efforts to:

     

    
      
        
        

      

      
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    (a)    make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144 so long as the Company remains subject to the periodic reporting
      requirements under Sections 13 or 15(d) of the Exchange Act;

    


    (b)    file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act; and

    


    (c)    furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a written statement by the Company that it has complied with
      the reporting requirements of SEC Rule 144, the Securities Act and the Exchange
      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 in availing any Holder of
      any
      rule or regulation of the SEC which permits the selling of any such securities
      without registration or pursuant to such form.

    


    4.  Expenses
      of Registration.
      All
      Registration Expenses in connection with any registration, qualification or
      compliance with registration pursuant to this Agreement shall be borne by the
      Company, and all Selling Expenses of a Holder shall be borne by such
      Holder.

     

    5.  Registration
      on Form SB-2.
      The
      Company shall use its best efforts to continue to meet the “registrant
      eligibility” requirements for a secondary offering set forth in the general
      instructions to Form SB-2 or any comparable or successor form or forms, or
      in
      the event that the Company is ineligible to use such form, such form as the
      Company is eligible to use under the Securities Act, provided that if such
      other
      form is used, the Company shall convert such other form to a Form SB-2 as soon
      as the Company becomes so eligible.

     

    6.  Registration
      Period.
      In the
      case of the registration effected by the Company pursuant to this Agreement,
      the
      Company shall keep such registration effective and current until the earlier
      of
      (a) the date on which all the Holders have completed the sales or distribution
      described in the Registration Statement relating thereto or, if earlier until
      such Registrable Securities may be sold by the Holders under Rule 144(k)
      (provided that the Company’s transfer agent has accepted an instruction from the
      Company to such effect, which instruction shall not be unreasonably withheld
      or
      delayed or conditioned by the Company) or (b) the third (3rd) anniversary of
      the
      Closing Date (“3rd
      Anniversary Date”); provided, however, that the 3rd
      Anniversary Date may be extended for such longer periods of time as requested
      from time to time by Holders holding at least $500,000 of value of common stock
      of the Company and provided all of the Holders shall be required (on a pro
      rata
      basis) to share the Incremental Expense of keeping such registration effective
      and current. For these purposes, “Incremental Expenses” means the reasonable out
      of pocket expenses that the Company must incur solely for the purposes of
      maintaining the effectiveness of the registration statement for the benefit
      of
      the Holders beyond the 3rd
      Anniversary Date and provided that such expenses would not: (i) otherwise be
      incurred, or (ii) otherwise satisfy the needs or requirements of the
      Company.

     

    
      
        
        

      

      
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    7.  Indemnification.
      

     

    (a)     Company
      Indemnity.
      The
      Company will indemnify each Holder, each of its officers, directors, agents
      and
      partners, and each person controlling each of the foregoing, within the meaning
      of Section 15 of the Securities Act and the rules and regulations thereunder
      with respect to which registration, qualification or compliance has been
      effected pursuant to this Agreement, and each underwriter, if any, and each
      person who controls, within the meaning of Section 15 of the Securities Act
      and
      the rules and regulations thereunder, any underwriter, against all claims,
      losses, damages and liabilities (or actions in respect thereof) arising out
      of
      or based on any untrue statement (or alleged untrue statement) of a material
      fact contained in any final prospectus (as amended or supplemented if the
      Company files any amendment or supplement thereto with the SEC), Registration
      Statement filed pursuant to this Agreement or any post-effective amendment
      thereof or based on any omission (or alleged omission) to state therein a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances under which they were
      made,
      or any violation by the Company of the Securities Act or any state securities
      law or in either case, any rule or regulation thereunder applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and will reimburse
      each
      Holder, each of its officers, directors, agents and partners, and each person
      controlling each of the foregoing, for any reasonable legal fees of a single
      counsel and any other expenses reasonably incurred in connection with
      investigating and defending any such claim, loss, damage, liability or action,
      provided that the Company will not be liable in any such case to a Holder to
      the
      extent that any such claim, loss, damage, liability or expense arises out of
      or
      is based on (i) any untrue statement or omission based upon written information
      furnished to the Company by such Holder or underwriter (if any) therefor and
      stated to be specifically for use therein, (ii) any failure by any Holder to
      comply with prospectus delivery requirements or the Securities Act or Exchange
      Act or any other law or legal requirement applicable to them or any covenant
      or
      agreement contained in the Purchase Agreement or this Agreement or (iii) an
      offer of sale of Common Shares occurring during a period in which sales under
      the Registration Statement are suspended as permitted by this Agreement. The
      indemnity agreement contained in this Section 6(a) shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such
      settlement is effected without the consent of the Company (which consent will
      not be unreasonably withheld).

     

    (b)    Holder
      Indemnity.
      Each
      Holder will, severally but not jointly, if Registrable Securities held by it
      are
      included in the securities as to which such registration, qualification or
      compliance is being effected, indemnify the Company, each of its directors,
      officers, agents and partners, and any other stockholder selling securities
      pursuant to the Registration Statement and any of its directors, officers,
      agents, partners, and any person who controls such stockholder within the
      meaning of the Securities Act or Exchange Act and each underwriter, if any,
      of
      the Company’s securities covered by such a Registration Statement, each person
      who controls the Company or such underwriter within the meaning of Section
      15 of
      the Securities Act and the rules and regulations thereunder, each other Holder
      (if any), and each of their officers, directors and partners, and each person
      controlling such other Holder(s) against all claims, losses, damages and
      liabilities (or actions in respect thereof) arising out of or based on any
      untrue statement (or alleged untrue statement) of a material fact made by Holder
      and contained in any such final prospectus (as amended or supplemented if the
      Company files any amendment or supplement thereto with the SEC), Registration
      Statement filed pursuant to this Agreement or any post-effective amendment
      thereof or based on any omission (or alleged omission) to state therein a
      material fact required to be stated therein or necessary to make the statement
      therein not misleading in light of the circumstances under which they were
      made
      and will reimburse the Company and such other Holder(s) and their directors,
      officers and partners, underwriters or control persons for any reasonable legal
      fees or any other expenses reasonably incurred in connection with investigating
      and defending any such claim, loss, damage, liability or action, in each case
      to
      the extent, but only to the extent, that such untrue statement (or alleged
      untrue statement) or omission (or alleged omission) is made in such final
      prospectus (as amended or supplemented if the Company files any amendment or
      supplement thereto with the SEC), Registration Statement filed pursuant to
      this
      Agreement or any post-effective amendment thereof in reliance upon and in
      conformity with written information furnished to the Company by such Holder
      and
      stated to be specifically for use therein, and provided that the maximum amount
      for which such Holder shall be liable under this indemnity shall not exceed
      the
      net proceeds received by such Holder from the sale of the Registrable Securities
      pursuant to the registration statement in question. The indemnity agreement
      contained in this Section 7(b) shall not apply to amounts paid in settlement
      of
      any such claims, losses, damages or liabilities if such settlement is effected
      without the consent of such Holder (which consent shall not be unreasonably
      withheld).

     

    
      
        
        

      

      
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    (c)    Procedure.
      Each
      party entitled to indemnification under this Section 7 (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim in any litigation resulting therefrom, provided
      that counsel for the Indemnifying Party, who shall conduct the defense of such
      claim or any litigation resulting therefrom, shall be approved by the
      Indemnified Party (whose approval shall not be unreasonably withheld), and
      the
      Indemnified Party may participate in such defense at its own expense, and
      provided further that the failure of any Indemnified Party to give notice as
      provided herein shall not relieve the Indemnifying Party of its obligations
      under this Section 7 except to the extent that the Indemnifying Party is
      materially and adversely affected by such failure to provide notice. No
      Indemnifying Party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a release from all liability in respect to such claim or litigation. Each
      Indemnified Party shall furnish such non-privileged information regarding itself
      or the claim in question as an Indemnifying Party may reasonably request in
      writing and as shall be reasonably required in connection with the defense
      of
      such claim and litigation resulting therefrom.

     

    8.    
       Contribution.
      If the
      indemnification provided for in Section 7 herein is unavailable to the
      Indemnified Parties in respect of any losses, claims, damages or liabilities
      referred to herein (other than by reason of the exceptions provided therein),
      then each such Indemnifying Party, in lieu of indemnifying such Indemnified
      Party, shall contribute to the amount paid or payable by such Indemnified Party
      as a result of such losses, claims, damages or liabilities as between the
      Company on the one hand and any Holder(s) on the other, in such proportion
      as is
      appropriate to reflect the relative fault of the Company and of such Holder(s)
      in connection with the statements or omissions which resulted in such losses,
      claims, damages or liabilities, as well as any other relevant equitable
      considerations. The relative fault of the Company on the one hand and of any
      Holder(s) on the other shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      or
      alleged omission to state a material fact relates to information supplied by
      the
      Company or by such Holder(s).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    In
      no
      event shall the obligation of any Indemnifying Party to contribute under this
      Section 8 exceed the amount that such Indemnifying Party would have been
      obligated to pay by way of indemnification if the indemnification provided
      for
      under Section 7(a) or 7(b) hereof had been available under the
      circumstances.

     

    The
      Company and the Holders agree that it would not be just and equitable if
      contribution pursuant to this Section 8 were determined by pro rata allocation
      (even if the Holders were treated as one entity for such purpose) or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding paragraphs. The amount
      paid or payable by an Indemnified Party as a result of the losses, claims,
      damages and liabilities referred to in the immediately preceding paragraphs
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses reasonably incurred by such Indemnified Party in
      connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section, no Holder shall be required
      to
      contribute any amount in excess of the amount by which in the case of any
      Holder, the net proceeds received by such Holder from the sale of Registrable
      Securities pursuant to the registration statement in question. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation.

     

    9.    
      Survival.
      The
      indemnity and contribution agreements contained in Sections 7 and 8 shall remain
      operative and in full force and effect regardless of (i) any termination of
      this
      Agreement or the Purchase Agreement, and (ii) the consummation of the sale
      or
      successive resales of the Registrable Securities.

     

    10.  
      Information
      by Holders.
      As a
      condition to the obligations of the Company to complete any registration
      pursuant to this Agreement with respect to the Registrable Securities of each
      Holder, such Holder will furnish to the Company such information regarding
      itself, the Registrable Securities held by it and the intended methods of
      disposition of the Registrable Securities held by it as is reasonably required
      by the Company to effect the registration of the Registrable Securities. At
      least five business days prior to the first anticipated filing date of a
      Registration Statement for any registration under this Agreement, the Company
      will notify each Holder of the information the Company requires from that Holder
      whether or not such Holder has elected to have any of its Registrable Securities
      included in the Registration Statement.

     

    11.   
      Further
      Assurances.
      Each
      Holder will cooperate with the Company, as reasonably requested by the Company,
      in connection with the preparation and filing of any Registration Statement
      hereunder, unless such Holder has notified the Company in writing of such
      Holder’s irrevocable election to exclude all of such Holder’s Registrable
      Securities from such Registration Statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    12.  
      Suspension
      of Sales.
      Upon
      receipt of any notice from the Company under Section 2(a)(v) or 2(b), each
      Holder will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until (i) it receives copies of a supplemented or amended prospectus
      contemplated by Sections 2(a)(v) or (ii) the Company advises the Holder that
      a
      suspension of sales under Section 2(b) has terminated. If so directed by the
      Company, each Holder will deliver to the Company (at the expense of the Company)
      or destroy all copies in the Holder’s possession (other than a limited number of
      file copies) of the prospectus covering such Registrable Securities that is
      current at the time of receipt of such notice.

     

    13.   
      Replacement
      Certificates.
      The
certificate(s)
      representing the Registrable Securities held by a Holder may be exchanged by
      such Holder at any time and from time to time for certificates with different
      denominations representing an equal aggregate number of Common Shares, as
      reasonably requested by such Holder upon surrendering the same. No service
      charge will be made for such registration or transfer or exchange. Upon receipt
      by the Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of the Note or certificates for the underlying Common
      Shares of any of the foregoing, and, in the case of loss, theft or destruction,
      of indemnity reasonably satisfactory to it, or upon surrender and cancellation
      of such certificate if mutilated, the Company will make and deliver a new Note
      or certificate of like tenor and dated as of such cancellation at no charge
      to
      the holder.

     

    14.   
      Transfer
      or Assignment.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their successors and permitted assigns. The
      rights granted to each Holder by the Company under this Agreement to cause
      the
      Company to register Registrable Securities, and all other rights granted to
      any
      Holder by the Company hereunder, may be transferred or assigned (in whole or
      in
      part) by such Holder to (i) any partner or retired partner of such Holder,
      if
      such Holder is a partnership, (ii) any family member of such Holder or trust
      for
      the benefit thereof or of such Holder; or (iii) any transferee from such Holder
      of at least 100,000 shares of Registrable Securities; provided
      in each
      case that (i) the Company is given written notice by the Holder
      at the
      time of or within a reasonable time after such transfer or assignment, stating
      the name and address of said transferee or assignee and identifying the
      securities with respect to which such registration rights are being transferred
      or assigned; and provided further that the transferee or assignee of such rights
      agrees in writing to be bound by the registration provisions of this Agreement,
      (ii) such transfer or assignment is not made under the Registration Statement
      or
      Rule 144, and (iii) the transferee has provided to the Company an investor
      questionnaire (or equivalent document) evidencing that the transferee is a
      “qualified institutional buyer” or an “accredited investor” defined in Rule
      501(a)(1),(2),(3), or (7) of Regulation D.

     

    15.   
      Miscellaneous.

     

    (a)     Remedies.
      The
      Company and each Holder acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)     Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by facsimile, mail or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be:

     

    to
      the
      Company:

     

    Migo
      Software, Inc.

    


    Migo
      Software, Inc.

    555
      Twin
      Dolphin Drive, Suite 650 

    Redwood
      City, California, 94065

    Attn:
      Richard Liebman, CFO

    Facsimile:
      [____________]

    


    with
      a
      copy to:

    


    Ellis
      Funk, P.C.

    3490
      Piedmont Road, Suite 400

    Atlanta,
      Georgia 30305

    Attn:
      Robert Goldberg, Esq.

    Facsimile:
      (404) 233-2188

    


    If
      to the
      Holder, to the respective addresses set forth on Schedule I hereto,

    


    with
      a
      copy to:

     

    
      	 	                
              	 
	 	                     
              	 
	 	Attention:
	                  
              	 
	 	Facsimile:
	              
              	 


    

    


    Any
      party
      hereto may from time to time change its address for notices by giving at least
      five calendar days’ written notice of such changed address to the other parties
      hereto. 

     

    (c)     Waivers.
      No
      waiver by any party of any default with respect to any provision, condition
      or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of any party to exercise any right hereunder in
      any
      manner impair the exercise of any such right accruing to it thereafter. The
      representations and warranties and the agreements and covenants of the Company
      and each Holder contained herein shall survive the Closing. 

     

    (d)   Execution
      in Counterparts.
      This
      Agreement may be executed in two or more counterparts and by facsimile, all
      of
      which shall be considered one and the same agreement, it being understood that
      all parties need not sign the same counterpart.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e)    Signatures.
      Facsimile signatures shall be valid and binding on each party submitting the
      same.

     

    (f)     Entire
      Agreement; Amendment.
      This
      Agreement, together with the Purchase Agreement, the Notes and the agreements
      and documents contemplated hereby and thereby, contains the entire understanding
      and agreement of the parties. This Agreement may not be amended, modified or
      terminated except by a written agreement signed by the Company and the Holder
      hereunder. Any such amendment, modification or termination shall be binding
      upon
      the Company and the Holder.

     

    (g)    Governing
      Law.
      This
      Agreement and the validity and performance of the terms hereof shall be governed
      by and construed in accordance with the laws of the State of Delaware applicable
      to contracts executed and to be performed entirely within such
      state.

     

    (h)            Jury
      Trial.
      EACH
      PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.

     

    (i)     Titles.
      The
      titles used in this Agreement are used for convenience only and are not to
      be
      considered in construing or interpreting this Agreement.

     

    (j)     No
      Strict
      Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      will
      be applied against any party.

     

    (k)     Authority
      .
      Each of
      the parties hereto represents to the other that (a) it has the corporate
      power and authority to execute, deliver and perform this Agreement, (b) the
      execution, delivery and performance of this Agreement by it has been duly
      authorized by all necessary corporate action and no such further action is
      required, (c) it has duly and validly executed and delivered this
      Agreement, and (d) this Agreement is a legal, valid and binding obligation,
      enforceable against it in accordance with its terms subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting creditors’ rights generally and general equity
      principles.

     

    


    [signatures
      on following page]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    [Signature
      page to Registration Rights Agreement]

    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned have caused this Agreement to be executed as of the date first
      written above.

    


    
      	 	 	 
	 	COMPANY:
	 	 
	 	MIGO SOFTWARE,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
      SIGNATURE PAGE

    TO
      REGISTRATION RIGHTS AGREEMENT,

    DATED
      DECEMBER ___, 2006,

    AMONG
      MIGO SOFTWARE, INC. AND

    THE
      “HOLDERS” IDENTIFIED THEREIN

    


    The
      undersigned hereby executes and delivers the Registration Rights Agreement
      to
      which this Signature Page is attached, which, together with all counterparts
      of
      the Registration Rights Agreement and Signature Pages of the Company and any
      other “Holders” under the Registration Rights Agreement, shall constitute one
      and the same document in accordance with the terms of the Registration Rights
      Agreement.

    


    
      	 	 	 
	 	HOLDER:
              __________________________________________________
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:
	 	 
	 	Address:
              _______________________________________________
	 	 
	 	Telephone:______________________________________________
	 	 
	 	Telecopier:______________________________________________
	 	 
	 	Email
              Address:___________________________________________


    

     

    
      
        
        

      

      
        15