exv10w4



 






EXHIBIT 10.4




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of
March, 2005, by and between Clearant, Inc. a Nevada corporation formerly known as Bliss Essentials
Corp. (the “Company”), and ____________, an individual (the “Holder”).



Recitals




     WHEREAS, in connection with the issuance of ______shares of the Common Stock to the Holder
(the “Shares”) pursuant to a Purchase Agreement dated _________by and between the Company and the
Holder, or the grant of ______warrants to purchase shares of the Company’s common stock (the “
Warrants”), the Holder has requested and the Company has agreed to grant registration rights in
respect of the Shares or the shares of Company common stock underlying the Warrants (the “Warrant
Shares”), as more specifically; set forth herein below;



     NOW, THEREFORE, the parties agree as follows:



Agreement




     1. Registration Rights. The Company covenants and agrees as follows:



          1.1 Definitions. For purposes of this Section 1:



               (a) The term “1933 Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



               (b) The term “Common Stock” means the common stock, par value $0.0001, of the Company.



               (c) The term “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.



               (d) The terms “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance with the 1933 Act,
and the declaration or ordering of effectiveness of such registration statement or document.



               (e) The term “Registrable Securities” means (i) the Shares and the Warrant Shares (each
subject to appropriate adjustment for stock splits, stock dividends, combinations and other
recapitalizations after the date hereof (collectively, a “Recapitalization”)) and (ii) any Common
Stock issued as a dividend or other distribution with respect to, or in exchange for, or in
replacement of the shares referenced in (i) above, excluding in all cases, however, any Registrable
Securities that have been sold by a person privately, pursuant to the provisions of Rule 144, or
pursuant to a registration statement under the 1933 Act covering such Registrable Securities that
has been declared effective by the SEC.



               (f) The number of shares of “Registrable Securities then outstanding” shall be determined by
the number of shares of Common Stock outstanding that are Registrable Securities.



               (g) The term “Restricted Security” means any share of Common Stock except any such share that
(i) has been registered pursuant to an effective registration statement under the 1933 Act and sold
in a manner contemplated by the registration statement, (ii) has been transferred



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in compliance with Rule 144 under the 1933 Act (or any successor provision thereto) or is
transferable pursuant to paragraph (k) of Rule 144 (or any successor provision thereto), or (iii)
has otherwise been transferred and a new share of Common Stock not subject to transfer restrictions
under the 1933 Act has been delivered by or on behalf of the Company.




               (h) The term “SEC” means the Securities and Exchange Commission or any successor thereto.



          1.2 Information Under 1934 Act. With a view to making available to the Holder the benefits of
Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any
time permit the Holder to sell the Registrable Securities without registration, the Company agrees,
for so long as the Holder owns any Registrable Securities not transferable pursuant to paragraph
(k) of Rule 144, to:



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



               (b) File with the SEC in a timely manner all reports and other documents required of the
Company under the 1934 Act or deliver to the Company’s market-makers all current information
required of the Company under Section 15c2-11 of the 1934 Act and to make all financial statements
of the Company available to its stockholders; and



               (c) Furnish to the Holder upon request (i) a written statement by the Company that it has
complied with the reporting requirements of SEC Rule 144 and the 1934 Act, and (ii) such other
information as may be reasonably requested in availing the Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or pursuant to such form.



          1.3 Piggyback Rights of the Holder. If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the Company for
stockholders other than the Holder) any of its securities under the 1933 Act in connection with the
public offering of such securities solely for cash (other than a registration relating solely to
the sale of securities to participants in a Company stock plan or a registration on any form which
does not include substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities), the Company shall, at such
time, promptly give the Holder written notice of such registration. Upon the written request of
the Holder given within twenty (20) days after mailing of such notice by the Company in accordance
with Section 2.5, the Company shall, subject to the provisions of Section 1.8, cause to be
registered under the 1933 Act, and included in any underwriting involved, all of the Registrable
Securities that the Holder has requested to be registered.



          1.4. Shelf Registration on Form S-3. After the Company has qualified for the use of Form S-3,
in addition to the rights contained in Section 1.3 hereof, the Holder shall have the right to
request (by mailing of a written notice to the Company in accordance with Section 2.5) the
registration on Form S-3 (the “Shelf Registration Statement”) of Registrable Securities;
provided, however, that the Holder may not request registration more than three
time in total nor more than once in any six-month period (if the Company shall have filed a Shelf
Registration Statement in connection with such prior requests) and that each such request shall be
for not less than 250,000 shares of Registrable Securities. The Company shall use commercially
reasonable efforts to file a Shelf Registration Statement with the SEC not later than 45 days
following its receipt of such request and thereafter to cause the Shelf Registration Statement to
be declared effective; provided, further, the Company may exercise a one



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time, 90-day deferral of its obligation to file a Shelf Registration Statement following a
registration request by the Holder under this Section 1.4. The Company shall use reasonable
efforts to keep the Shelf Registration Statement continuously effective in order to permit the
Prospectus to be usable by the Holder for resales of Registrable Securities until the earlier of
(a) the sale under the Shelf Registration Statement of all the Registrable Securities registered
thereunder or (b) all of the Securities ceasing to be Restricted Securities.




          1.5 Obligations of the Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company, at its expense, shall, as expeditiously as
reasonably possible:



               (a) Prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such registration statement to become
effective and, subject to the proviso in this Section 1.5(a), keep such registration statement
effective for a period of up to ninety (90) days or until the distribution contemplated in the
Registration Statement has been completed; provided, however, that applicable rules
under the 1933 Act governing the obligation to file a post-effective amendment permit, in lieu of
filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of
the 1933 Act, or (ii) reflects facts or events representing a material or fundamental change in the
information set forth in the registration statement, the incorporation by reference of information
required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the 1934 Act in the registration statement.



               (b) Prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus provided by Company in connection with such registration statement as
may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of
all securities covered by such registration statement.



               (c) Furnish to the Holder such numbers of copies of a prospectus in conformity with the
requirements of the 1933 Act, and such other documents as it may reasonably request from time to
time in order to facilitate the disposition of Registrable Securities owned by it.



               (d) Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holder; 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, unless the Company is already required to qualify to do
business or subject to service in such jurisdiction and except as may be required by the 1933 Act.



               (e) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. If the Holder makes such request referenced in Section 1.3, above, to have his
Registrable Securities included in such registration and underwriting, the Holder shall also enter
into and perform his obligations under such an underwriting agreement.



               (f) Notify the Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the 1933 Act of the
happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing, and, at the request of the Holder, prepare and
furnish to the Holder



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a reasonable number of supplements to, or amendment of, such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such share, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or incomplete in light of the
circumstances then existing.




               (g) Use its reasonable best efforts to cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar securities issued by
the Company are then listed.



               (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.



               (i) Make available for inspection by any underwriter participating in any disposition pursuant
to such registration, and any attorney or accountant retained by the underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and cause the Company’s
officers and directors to supply all information reasonably requested by the underwriter, attorney
or accountant in connection with such registration statement; provided, however,
that the underwriter, attorney or accountant shall agree to hold in confidence and trust all
information so provided.



               (j) Make available to the Holder participating in such registration, upon the request of the
Holder:



                    (i) in the case of an underwritten public offering, a copy of any opinion of counsel for the
Company provided to the underwriters participating in such offering, dated the date such shares are
delivered to such underwriters for sale in connection with the registration statement;



                    (ii) in the case of an underwritten public offering, a copy of any “comfort” letters provided
to the underwriters participating in such offering and signed by the Company’s independent public
accountants who have examined and reported on the Company’s financial statements included in the
registration statement, to the extent permitted by the standards of the AICPA or other relevant
authorities; and



                    (iii) a copy of all documents filed with and all correspondence from or to the SEC in
connection with any such offering other than non-substantive cover letters and the like.



               (k) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC, and timely make available to its security holders an earnings statement
covering the period of at least 12 months, but not more than 18 months, beginning with the first
month after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the 1933 Act.



          1.6 Furnish Information. It shall be a condition precedent to the obligations of the Company
to take any action pursuant to this Section 1 with respect to Registrable Securities of any selling
Holder that the Holder shall furnish to the Company such information regarding itself, its
affiliates, the Registrable Securities held by it, and the intended method of disposition of such
securities as shall be required to effect the registration of the Holder’s Registrable Securities.



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          1.7 Expenses of Company Registration. The Company shall bear and pay all expenses incurred by
it in connection with any registration, filing or qualification of Registrable Securities with
respect to the registrations pursuant to Sections 1.3 and 1.4 for the Holder and compliance with
the terms hereof, including (without limitation) all registration, filing, and qualification fees,
printers and accounting fees relating or apportionable thereto and the fees and disbursements of
counsel for the Company, but excluding underwriting discounts and commissions relating to
Registrable Securities.



          1.8 Reductions of Registrable Securities to be Included. In connection with any offering
involving an underwriting of shares of the Company’s capital stock, the Company shall not be
required under Section 1.3 to include the Holder’s securities in such underwriting unless such
Holder accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company and then only in such quantity as the underwriters determine
in their sole discretion will not jeopardize the success of the offering by the Company. If the
total amount of securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by the Company that the
underwriters determine in their sole discretion is compatible with the success of the offering,
then the Company shall be required to include in the offering only that number of such securities,
including Registrable Securities, which the underwriters determine in their sole discretion will
not jeopardize the success of the offering (the securities so included to be apportioned pro rata
among the selling stockholders according to the total amount of securities entitled to be included
therein owned by each selling stockholder or in such other proportions as shall mutually be agreed
to by such selling stockholders).



          1.9 Delay of Registration. The Holder shall not have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy
that might arise with respect to the interpretation or implementation of this Section 1.



          1.10 Indemnification. In the event any Registrable Securities are included in a registration
statement under this Section 1:



               (a) To the extent permitted by law, the Company will indemnify and hold harmless the Holder,
each officer and director of the Holder, any underwriter (as defined in the 1933 Act) of the Holder
and each person, if any, who controls the Holder or underwriter within the meaning of the 1933 Act
or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations (collectively, a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements therein not
misleading; or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934
Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934
Act or any state securities law; and the Company will pay to the Holder, underwriter or controlling
person any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 1.10(a) shall not apply to (1) the Holder if
he is either an officer or director of the Company at the time of the statement, omission or
violation (a “Management Holder”) unless such Management Holder has sold shares included in the
registration statement, (2) 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 shall
not be unreasonably withheld), or (3) any such loss, claim, damage, liability, or action to the
extent



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that it arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection with such
registration by the Holder (including each officer and director of the Holder), underwriter or
controlling person.




               (b) To the extent permitted by law, the selling Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the registration statement,
each person, if any, who controls the Company within the meaning of the 1933 Act, any underwriter
and any controlling person of any such underwriter, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons may become subject, under the
1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by the Holder, or by an officer or director of the
Holder expressly for use in connection with such registration; and the Holder will pay any legal or
other expenses reasonably incurred by any person intended to be indemnified pursuant to this
Section 1.10(b) in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in
this Section 1.10(b) 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 Holder, which consent
shall not be unreasonably withheld; provided, further, that in no event shall any
indemnity under this Section 1.10(b) exceed the gross proceeds from the offering received by the
Holder net of underwriters’ commissions and discounts.



               (c) Promptly after obtaining actual knowledge of any third party claim or action as to which
it may seek indemnification under this Section 1.10, an indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to
the indemnifying party a written notice thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties which may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.10, if, and to the extent that, such failure is prejudicial
to such indemnifying party’s ability to defend such action, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.10.



               (d) If the indemnification provided for in this Section 1.10 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,
damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense (including, without
limitation, legal and other expenses incurred by such indemnified party in investigating or
defending any such action or claim) in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss, liability, claim, damage,
or expense as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or



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the omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties’ relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission. Notwithstanding the
provisions of this Section 1.10, the Holder shall not be required to contribute any amount or make
any other payments under this Agreement which in the aggregate exceed the net proceeds received by
the Holder from the offering covered by the applicable registration statement.




               (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.



               (f) The obligations of the Company and Holder under this Section 1.10 shall survive the
completion of any offering of Registrable Securities in a registration statement under this Section
1, and otherwise.



          1.12 Transfer of Registration Rights. The rights to cause the Company to register Registrable
Securities pursuant to this Section 1 may be transferred only to any person or entity that is a
relative or an affiliate of the Holder in connection with a permitted transfer of the Registrable
Securities exempt from registration under the 1933 Act.



          1.13 “Market Stand-Off” Agreement. The Holder hereby agrees that, during the period of
duration specified by the Company and an underwriter of common stock or other securities of the
Company, following the effective date of a registration statement of the Company filed under the
1933 Act, it shall not, to the extent requested by the Company and such underwriter, directly or
indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to
be similarly bound) any securities of the Company held by him or her any time during such period
except common stock included in such registration; provided, however, that:



               (a) Such agreement shall be applicable only to the first two such registration statements of
the Company which covers common stock (or other securities) to be sold on its behalf to the public
in an underwritten offering;



               (b) Such market stand-off time period shall not exceed 180 days; and



               (c) All officers and directors of the Company and holders of record of not less than three
percent of the Company’s common stock enter into similar agreements.



     In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to the Registrable Securities of the Holder (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such period.



     Notwithstanding the foregoing, the obligations described in this Section 1.13 shall not apply
to a registration relating solely to employee benefit plans on Form S–1 or Form S–8 or similar
forms which may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S–4 or similar forms which may be promulgated in the future.



          1.14 Termination of Registration Rights. The Holder shall not be entitled to exercise any
right provided for in this Section 1 five (5) years after the Holder has tendered consideration for
the relevant Registrable Securities.



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     2. Miscellaneous.




          2.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.



          2.2 Governing Law. This Agreement shall be governed by and construed under the laws of the
State of California as applied to agreements among California residents entered into and to be
performed entirely within California.



          2.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



          2.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.



          2.5 Notices. Any notice required or permitted under this Agreement shall be given in writing
and shall be deemed effectively given upon personal delivery to the party to be notified or by
telex or confirmed facsimile, or one delivery day after deposit with a recognized overnight express
delivery service or courier (for FedEx Express Overnight or equivalent delivery to and from an
address within the United States of America) or three delivery days after deposit with a recognized
overnight express delivery service or courier (for FedEx Express International Priority [or
equivalent] delivery to and from an address outside the United States of America), and addressed to
the party to be notified at the address indicated for such party below, or at such other address as
such party may designate by ten days’ advance written notice to the other party:




	 	(a)  	If to the Company:
	 
	 	   	Clearant, Inc.

Attention: CEO

11111 Santa Monica Boulevard, Suite 650

Los Angeles, CA 90025

Fax number: (310) 479-2959
	 
	 	   	with a copy to:

(which shall not constitute notice)
	 
	 	   	Greenberg Traurig, LLP

Attention: John C. Kirkland, Esq.

2450 Colorado Avenue

Suite 400 East

Santa Monica, CA 90404

Fax number: (310) 586-7800




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	 	(b)  	If to the Holder:
	 
	 	   	__________________________________

Attention: __________________________

__________________________________

__________________________________

Fax number: ________________________

	 
	 	   	with a copy to:

(which shall not constitute notice)
	 
	 	   	__________________________________

Attention: __________________________

__________________________________

__________________________________

Fax number:  ________________________




or to such other person or address as any party shall specify by notice in writing to each of the
other parties. All such notices, requests, demands, waivers, and communications shall be deemed to
have been received on the date of delivery if the date of transmission is electronically endorsed
automatically on the media or evidenced by courier service documentation. If notice is mailed or
transmitted in a manner in which date of delivery cannot be ascertained from the media used or
courier service records, notice shall be deemed given on the fifth business day after the mailing
or other transmission or delivery thereof. A notice of a change of address shall be effective only
upon receipt.




          2.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,
costs, and necessary disbursements in addition to any other relief to which such party may be
entitled.



          2.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and the holders of
the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with
this Section 2.7 shall be binding upon each holder of any Registrable Securities then outstanding,
each future holder of all such Registrable Securities, and the Company; provided that, without the
consent of the Company and all holders of Registrable Securities then outstanding, no amendment to
this Agreement may be made that (i) modifies this Section 2.7, or (ii) would effect the holders of
the Registrable Securities in a disproportionate manner (other than any disproportionate results
that are due to a difference in the relative stock ownership in the Company).



          2.8 Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.



          2.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.



          2.10 Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties regarding the matters set forth herein. Except as



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otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon the successors, assigns, heirs, executors, and administrators of the parties
hereto.




          2.11 Further Assurances. At any time, and from time to time, each party will execute such
additional instruments and take such action as may be reasonably requested by any other party to
carry out the intent and purposes of this Agreement.



          2.12 Arbitration. Any dispute, controversy, or claim arising out of or relating to this
Agreement or the Registrable Securities will be resolved by binding arbitration before a retired
judge at JAMS in Los Angeles, California. Any interim or final arbitration award by be enforced by
any court of competent jurisdiction.



[BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]




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







	 	 
	CLEARANT, INC.
	 	 
	By: 	 

	 	 
	Name: 	 

	 	 
	Title: 	 

	 	 
	HOLDER:
	 	 
	 

	 	 
	By: 	 

	 	 
	Name: 	 

	 	 
	Title: 	 












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