**Exhibit 10.2****EXECUTION COPY****REGISTRATION RIGHTS AGREEMENT**This Registration Rights Agreement (this “Agreement”) is made and entered into as ofMay 3, 2007, among VendingData Corporation, a Nevada corporation (the “Company”), andpurchaser identified on the signature pages hereto (each, including its successors and assigns, a“Purchaser” and collectively the “Purchasers”).RECITALSWHEREAS, the Company will sell $1,650,000 of the Company’s Common Stock to the Purchaserspursuant to that certain Securities Purchase Agreement (“Purchase Agreement”) dated as ofMay 3, 2007 by and among the Company and the Purchasers.AGREEMENTNOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and forother 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 aredefined in the Purchase Agreement shall have the meanings given such terms in the PurchaseAgreement. 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 beendeclared effective by the Commission.“Filing Date” means, with respect to the initial Registration Statementrequired hereunder, means August 30, 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).“Indemnifying Party” shall have the meaning set forth in Section 5(c).“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 previouslyomitted from a prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended or supplemented by anyprospectus supplement, with respect to the terms of the offering of any portion of theRegistrable Securities covered by a Registration Statement, and all other amendments andsupplements to the Prospectus, including post-effective amendments, and all materialincorporated by reference or deemed to be incorporated by reference in such Prospectus.“Registrable Securities” means all of (i) the Shares; and (ii) any shares ofCommon Stock issued or issuable upon any stock split, dividend or other distribution,recapitalization or similar event with respect to the foregoing; provided, however, asecurity 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 RegistrationStatement.“Registration Statement” means the registration statements required to be filedhereunder, including (in each case) the Prospectus, amendments and supplements to suchregistration statement or Prospectus, including pre- and post-effective amendments, allexhibits thereto, and all material incorporated by reference or deemed to be incorporated byreference in such registration statement.“Rule 415” means Rule 415 promulgated by the Commission pursuant to theSecurities Act, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the same purpose andeffect as such Rule.“Rule 424” means Rule 424 promulgated by the Commission pursuant to theSecurities Act, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the same purpose andeffect as such Rule.“Selling Shareholder Questionnaire” shall have the meaning set forth in Section3(a).2. Shelf Registration. The Company shall use its best efforts to prepare and filewith the Commission, on or before the Filing Date, a “Shelf” Registration Statement covering theresale of the Registrable Securities for an offering to be made on a continuous basis pursuant toRule 415. The Registration Statement shall be on Form S-3 (except if the Company is not theneligible to register for resale the Registrable Securities on Form S-3, in which case suchregistration shall be on another appropriate form in accordance herewith) and shall containsubstantially the “Plan of Distribution” attached hereto as Annex A, as modified bythe Company as necessary to conform to comments from the Commission. Subject to the terms of thisAgreement, the Company shall use its best efforts to cause the Registration Statement to bedeclared effective under the Securities Act as promptly as possible after the filing thereof, andshall use its best efforts to keep such Registration Statement continuously effective under theSecurities Act until the earlier of (i) all Registrable Securities covered by suchRegistration Statement have been sold, or (ii) May 3, 2008 (the “Effectiveness Period”).
 
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3. Registration ProceduresIn 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 Statementand not less than two Trading Day prior to the filing of any related amendment or supplementthereto, the Company shall, furnish to each Holder the selling stockholder and plan ofdistribution sections made a part thereof, along with any other section that specificallyreferences a Holder. Each Holder agrees to be named in the Registration Statement and tocarry out the offer and sale of Registrable Securities held by such Holder in a conformancewith the Plan of Distribution attached hereto as Annex A, as modified by the Company asnecessary to conform to comments from the Commission. Each Holder agrees to furnish to theCompany 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 followingthe date on which such Holder receives the Selling Shareholder Questionnaire and draftmaterials in accordance with this Section. The Company shall ensure that each RegistrationStatement (including any amendments or supplements thereto and prospectuses containedtherein) shall not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein, or necessary to make the statements therein (inthe case of prospectuses, in the light of the circumstances in which they were made) notmisleading.(b) (i) Prepare and file with the Commission such amendments, including post-effectiveamendments, to a Registration Statement and the Prospectus used in connection therewith asmay be necessary to keep a Registration Statement continuously effective as to theapplicable Registrable Securities for the Effectiveness Period, except for periods based onevents described in Section 3(c), (ii) cause the related Prospectus to be amended orsupplemented 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 promptlyto any comments received from the Commission with respect to a Registration Statement or anyamendment thereto; and (iv) comply in all material respects with the provisions of theSecurities Act and the Exchange Act applicable to the Company with respect to thedisposition of all Registrable Securities covered by a Registration Statement during theapplicable period in accordance with the intended methods of disposition by the Holdersthereof set forth in such Registration Statement as so amended or in such Prospectus as sosupplemented.
 
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(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 suspendthe use of the Prospectus until the requisite changes have been made) as promptly asreasonably possible (i) with respect to a Registration Statement or any post-effectiveamendment, when the same has become effective; (ii) of the issuance by the Commission or anyother federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the RegistrableSecurities; (iii) of the receipt by the Company of any notification with respect to thesuspension of the qualification or exemption from qualification of any of the RegistrableSecurities for sale in any jurisdiction; or (iv) of the occurrence of any event or passageof time that makes the financial statements included in a Registration Statement ineligiblefor inclusion therein or any statement made in a Registration Statement or Prospectus or anydocument incorporated or deemed to be incorporated therein by reference untrue in anymaterial respect or that requires any revisions to a Registration Statement, Prospectus orother documents so that, in the case of a Registration Statement or the Prospectus, as thecase may be, it will not contain any untrue statement of a material fact or omit to stateany 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 ofsuch information contemplated by subparagraphs (i) through (iv) shall remain confidential toeach Holder until such information otherwise becomes public, unless disclosure by a Holderis required by law.(d) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawalof (i) any order suspending the effectiveness of a Registration Statement, or (ii) anysuspension of the qualification (or exemption from qualification) of any of the RegistrableSecurities for sale in any jurisdiction, at the earliest practicable moment.(e) Furnish to each Holder, without charge, at least one conformed copy of each suchfinal Prospectus and each final amendment or supplement thereto, promptly after the filingof such documents with the Commission, for Holder’s delivery in connection with a sale ofthe Registrable Securities.(f) Subject to the terms of this Agreement, the Company hereby consents to the use ofeach Prospectus and each amendment or supplement thereto, provided by the Company pursuantto subpart (e) above, by each of the selling Holders in connection with the offering andsale of the Registrable Securities covered by such Prospectus and any amendment orsupplement thereto, except after the giving of any notice pursuant to Section 3(d).(g) Prior to any resale of Registrable Securities by a Holder, use its commerciallyreasonable efforts to register or qualify or cooperate with the selling Holders inconnection with the registration or qualification (or exemption from the Registration orqualification) of such Registrable Securities for the resale by the Holder under thesecurities or Blue Sky laws of such jurisdictions within the United States as any Holderreasonably requests in writing, to keep each registration or qualification (or exemptiontherefrom) effective during the Effectiveness Period and to do any and all other acts orthings reasonably necessary to enable the disposition in such jurisdictions of theRegistrable Securities covered by each Registration Statement; provided, that the Companyshall not be required to qualify generally to do business in any jurisdiction where it isnot then so qualified, subject the Company to any material tax in any such jurisdictionwhere it is not then so subject or file a general consent to service of process in any suchjurisdiction.
 
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(h) If requested by the Holders, cooperate with the Holders to facilitate the timelypreparation and delivery of certificates representing Registrable Securities to be deliveredto a transferee pursuant to a Registration Statement, which certificates shall be free, tothe extent permitted by the Securities Act, of all restrictive legends, and to enable suchRegistrable Securities to be in such denominations and registered in such names as any suchHolders may request.(i) Upon the occurrence of any event contemplated by this Section 3, as promptly asreasonably possible under the circumstances taking into account the Company’s good faithassessment of any adverse consequences to the Company and its stockholders of the prematuredisclosure of such event, prepare a supplement or amendment, including a post-effectiveamendment, to a Registration Statement or a supplement to the related Prospectus or anydocument incorporated or deemed to be incorporated therein by reference, and file any otherrequired document so that, as thereafter delivered, neither a Registration Statement norsuch Prospectus will contain an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements therein, inlight of the circumstances under which they were made, not misleading. If the Companynotifies the Holders in accordance with clauses (ii) through (iv) of Section 3(c) above tosuspend the use of any Prospectus until the requisite changes to such Prospectus have beenmade, then the Holders shall suspend use of such Prospectus. The Company will use its bestefforts to ensure that the use of the Prospectus may be resumed as promptly as ispracticable.(j) Comply with all applicable rules and regulations of the Commission.(k) The Company may require each selling Holder to furnish to the Company a certifiedstatement 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 ofCommon Stock, and (iii) any affiliation between the Holder and either the Company’sindependent accountants or any member of the NASD.(l) The Company shall use its best efforts either to cause all of the RegistrableSecurities covered by a Registration Statement to be listed on the primary securitiesexchange or stock market on which securities of the same class or series issued by theCompany are then listed, if any, if the listing of such Registrable Securities is thenpermitted under the rules of such exchange or stock market.(m) If requested by a Holder, the Company shall as soon as practicable (i) incorporatein a prospectus supplement or post-effective amendment such information as a Holderreasonably requests to be included therein relating to the sale and distribution ofRegistrable Securities, including, without limitation, information with respect to thenumber of Registrable Securities being offered or sold, the purchase price being paidtherefor and any other terms of the offering of the Registrable Securities to be sold insuch offering; (ii) make all required filings of such prospectus supplement orpost-effective amendment after being notified of the matters to be incorporated in suchprospectus supplement or post-effective amendment; and (iii) supplement or makeamendments to any Registration Statement if reasonably requested by a Holder holdingany Registrable Securities.
 
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4. Registration Expenses. All fees and expenses incident to the performance of orcompliance with this Agreement by the Company shall be borne by the Company whether or not anyRegistrable Securities are sold pursuant to a Registration Statement. The fees and expensesreferred to in the foregoing sentence shall include, without limitation, (i) all registration andfiling fees (including, without limitation, fees and expenses (A) with respect to filings requiredto be made with any Trading Market on which the Common Stock is then listed for trading, and (B) incompliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company inwriting), (ii) printing expenses incurred by the Company (including, without limitation, expensesof printing certificates for Registrable Securities, (iii) messenger, telephone and deliveryexpenses 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 suchinsurance, and (vi) fees and expenses of all other Persons retained by the Company in connectionwith the consummation of the transactions contemplated by this Agreement. In addition, the Companyshall be responsible for all of its internal expenses incurred in connection with the consummationof the transactions contemplated by this Agreement (including, without limitation, all salaries andexpenses of its officers and employees performing legal or accounting duties), the expense of anyannual audit and the fees and expenses incurred in connection with the listing of the RegistrableSecurities on any securities exchange as required hereunder. In no event shall the Company beresponsible for any broker or similar commissions of any Holder or, except to the extent providedfor in the Transaction Documents, any legal fees or other costs of the Holders.5. Indemnification(a) Indemnification by the Company. The Company shall, notwithstanding anytermination of this Agreement, indemnify and hold harmless each Holder, the officers,directors, members, partners, employees of each of them, each Person who controls any suchHolder (within the meaning of Section 15 of the Securities Act or Section 20 of the ExchangeAct) and the officers, directors, members, shareholders, partners, and employees of eachsuch controlling Person, to the fullest extent permitted by applicable law, from and againstany 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 aRegistration Statement, any Prospectus or any form of prospectus or in any amendment orsupplement thereto or in any preliminary prospectus, or arising out of or relating to anyomission of a material fact required to be stated therein or necessary to make thestatements therein (in the case of any Prospectus or form of prospectus or supplementthereto, in light of the circumstances under which they were made) not misleading, (2) anyviolation by the Company of the Securities Act, Exchange Act or any state securities law, orany rule or regulation thereunder, in connection with the performance of its obligationsunder this Agreement, except to the extent, but only to the extent, that (i) such untruestatements or omissions are based solely upon information regarding such Holder furnished inwriting to the Company by such Holder expressly for use therein, or to the extent that suchinformation relates to such Holder or such Holder’s
 
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proposed method of distribution of Registrable Securities and was reviewed andexpressly 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 (itbeing understood that the Holder has approved Annex A hereto for this purpose), (ii) in thecase of an occurrence of an event of the type specified in Section 3(c)(ii)-(iv), the use bysuch Holder of an outdated or defective Prospectus after the Company has notified suchHolder in writing that the Prospectus is outdated or defective and prior to the receipt bysuch 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 breachof 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 andemployees, each Person who controls the Company (within the meaning of Section 15 of theSecurities 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 byapplicable law, from and against all Losses, as incurred, to the extent arising out of orbased solely upon: (x) such Holder’s failure to comply with the prospectus deliveryrequirements of the Securities Act, (y) a material breach of this Agreement or violation oflaw by Holder, or (z) any untrue or alleged untrue statement of a material fact containedin any Registration Statement, any Prospectus, or any form of prospectus, or in anyamendment or supplement thereto or in any preliminary prospectus, or arising out of orrelating to any omission or alleged omission of a material fact required to be statedtherein or necessary to make the statements therein not misleading (i) to the extent, butonly to the extent, that such untrue statement or omission is contained in any informationso furnished in writing by such Holder to the Company specifically for inclusion in suchRegistration Statement or such Prospectus or (ii) to the extent that such informationrelates to such Holder’s proposed method of distribution of Registrable Securities and wasreviewed and expressly approved in writing by such Holder expressly for use in aRegistration Statement (it being understood that the Holder has approved Annex A hereto forthis purpose), such Prospectus or such form of Prospectus or in any amendment or supplementthereto or (iii) in the case of an occurrence of an event of the type specified in Section3(c)(ii)-(iv), the use by such Holder of an outdated or defective Prospectus after theCompany has notified such Holder in writing that the Prospectus is outdated or defectiveand prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In noevent shall the liability of any selling Holder hereunder be greater in amount than thedollar amount of the net proceeds received by such Holder upon the sale of the RegistrableSecurities giving rise to such indemnification obligation.(c) Conduct of Indemnification Proceedings. If any Proceeding shall be broughtor asserted against any Person entitled to indemnity hereunder (an “IndemnifiedParty”), such Indemnified Party shall promptly notify the Person from whom indemnity issought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall havethe right to assume the defense thereof, including the employment of counsel reasonablysatisfactory to the Indemnified Party and the payment of all fees and expenses incurred inconnection with defense thereof; provided, that the failure of any Indemnified Party togive such notice shall not relieve the Indemnifying Party of its obligations orliabilities pursuant to this Agreement, except (and only) to the extent that such failureshall have prejudiced the Indemnifying Party.
 
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An Indemnified Party shall have the right to employ separate counsel in any suchProceeding and to participate in the defense thereof, but the fees and expenses of suchcounsel shall be at the expense of such Indemnified Party or Parties unless: (1) theIndemnifying Party has agreed in writing to pay such fees and expenses; (2) the IndemnifyingParty shall have failed promptly to assume the defense of such Proceeding and to employcounsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) thenamed parties to any such Proceeding (including any impleaded parties) include both suchIndemnified Party and the Indemnifying Party, and a material conflict of interest is likelyto exist if the same counsel were to represent such Indemnified Party and the IndemnifyingParty, in which case, if such Indemnified Party notifies the Indemnifying Party in writingthat it elects to employ separate counsel at the expense of the Indemnifying Party, theIndemnifying Party shall not have the right to assume the defense thereof and the reasonablefees and expenses of no more than one separate counsel shall be at the expense of theIndemnifying Party. The Indemnifying Party shall not be liable for any settlement of anysuch Proceeding effected without its written consent, which consent shall not beunreasonably withheld or delayed.Subject to the terms of this Agreement, all reasonable fees and expenses of theIndemnified Party owing under this Section 5 (including reasonable fees and expenses to theextent incurred in connection with investigating or preparing to defend such Proceeding in amanner not inconsistent with this Section) shall be paid to the Indemnified Party.(d) Contribution. If the indemnification under Section 5(a) or 5(b) isunavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmlessfor any Losses, then each Indemnifying Party shall contribute to the amount paid or payableby such Indemnified Party, in such proportion as is appropriate to reflect the relativefault 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 equitableconsiderations. The relative fault of such Indemnifying Party and Indemnified Party shall bedetermined by reference to, among other things, whether any action in question, includingany untrue statement of a material fact or omission of a material fact, has been taken ormade by, or relates to information supplied by, such Indemnifying Party or IndemnifiedParty, and the parties’ relative intent, knowledge, access to information and opportunity tocorrect or prevent such action, statement or omission. The amount paid or payable by aparty as a result of any Losses shall be deemed to include, subject to the limitations setforth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred bysuch party in connection with any Proceeding to the extent such party would have beenindemnified for such fees or expenses if the indemnification provided for in this Sectionwas 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 contributionpursuant to this Section 5(d) were determined by pro rata allocation or by any other methodof allocation that does not take into account the equitable considerations referred to inthe 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 theamount by which the proceeds actually received by such Holder from the sale of theRegistrable Securities subject to the Proceeding exceeds the amount of any damages that suchHolder has otherwise been required to pay by reason of such untrue or alleged untruestatement 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 toany 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 theSecurities Act or any other similar rule or regulation of the Commission that may at any timepermit the Holders to sell securities of the Company to the public without registration (“Rule144”), the Company agrees to:(a) make and keep public information available, as those terms are understood and defined inRule 144;(b) file with the Commission in a timely manner all reports and other documents required ofthe 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 ofsuch 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 uponrequest, (i) a written statement by the Company, if true, that it has complied with the reportingrequirements of Rule 144, the Securities Act and the 1934 Act, (ii) a copy of the most recentannual or quarterly report of the Company and such other reports and documents so filed by theCompany, and (iii) such other information as may be reasonably requested to permit the Holders tosell such securities pursuant to Rule 144 without registration.7. Miscellaneous(a) Piggyback on Registrations. The Company and its security holders (otherthan the Holders in such capacity pursuant hereto) designated by the Company may includesecurities of the Company in the Registration Statement in addition to the RegistrableSecurities.(b) Compliance. Each Holder covenants and agrees that it will comply with theprospectus delivery requirements of the Securities Act as applicable or an exemptiontherefrom to it in connection with sales of Registrable Securities pursuant to aRegistration Statement.
 
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(c) Discontinued Disposition. Each Holder agrees by its acquisition ofRegistrable Securities that, upon receipt of a notice from the Company of the occurrence ofany event of the kind described in Section 3(c), such Holder will forthwith discontinuedisposition of such Registrable Securities under a Registration Statement until it isadvised in writing (the “Advice”) by the Company that the use of the applicableProspectus (as it may have been supplemented or amended) may be resumed. The Company willuse its best efforts to ensure that the use of the Prospectus may be resumed as promptly asit practicable.(d) Amendments and Waivers. The provisions of this Agreement, including theprovisions of this sentence, may not be amended, modified or supplemented, and waivers orconsents to departures from the provisions hereof may not be given, unless the same shall bein writing and signed by the Company and the Holders of at least a majority the thenoutstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent todepart from the provisions hereof with respect to a matter that relates exclusively to therights of Holders and that does not directly or indirectly affect the rights of otherHolders may be given by Holders of all of the Registrable Securities to which such waiver orconsent relates; provided, however, that the provisions of this sentence maynot be amended, modified, or supplemented except in accordance with the provisions of theimmediately preceding sentence.(e) Notices. Any and all notices or other communications ordeliveries required or permitted to be provided hereunder shall be delivered as set forth inthe Purchase Agreement, as the case may be.(f) Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of each of the parties and shall inure tothe benefit of each Holder. The Company may not assign its rights (except by merger) orobligations hereunder without the prior written consent of at least a majority of theHolders of the then-outstanding Registrable Securities. The rights under this Agreementshall be automatically assignable by any Holder to any transferee of 50% or more of suchHolder’s Registrable Securities if: (i) such Holder agrees in writing with the transferee orassignee to assign such rights and a copy of such agreement is furnished to the Companypromptly after such assignment; (ii) the Company is, promptly after such transfer orassignment, furnished with written notice of (a) the name and address of such transferee orassignee and (b) the securities with respect to which such registration rights are beingtransferred or assigned; (iii) immediately following such transfer or assignment the furtherdisposition of such securities by the transferee or assignee is restricted under theSecurities Act and applicable state securities laws; (iv) at or before the time the Companyreceives the written notice contemplated by clause (ii) of this sentence the transferee orassignee agrees in writing with the Company to be bound by all of the provisions containedherein; and (v) such transfer shall have been made in accordance with the applicablerequirements of the Purchase Agreement.
 
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(g) No Inconsistent Agreements. Neither the Company nor any of its Subsidiarieshas entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on orafter 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 Agreementor otherwise conflicts with the provisions hereof.(h) Execution and Counterparts. This Agreement may be executed in two or morecounterparts, all of which when taken together shall be considered one and the sameagreement and shall become effective when counterparts have been signed by each party anddelivered to the other party, it being understood that both parties need not sign the samecounterpart. In the event that any signature is delivered by facsimile transmission or bye-mail delivery of a “.pdf” format data file, such signature shall create a valid andbinding 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 anoriginal thereof.(i) Governing Law. All questions concerning the construction, validity,enforcement and interpretation of this Agreement shall be governed by and construed andenforced in accordance with the internal laws of the State of Nevada, without regard to theprinciples of conflicts of law thereof. Each party agrees that all legal proceedingsconcerning the interpretations, enforcement and defense of the transactions contemplated bythis Agreement (whether brought against a party hereto or its respective affiliates,directors, officers, shareholders, employees or agents) shall be commenced exclusively inthe state and federal courts sitting in the State of Nevada. The parties hereby waive allrights to a trial by jury. If either party shall commence an action or proceeding toenforce any provisions of this Agreement, then the prevailing party in such action orproceeding shall be reimbursed by the other party for its reasonable attorneys’ fees andother costs and expenses incurred with the investigation, preparation and prosecution ofsuch action or proceeding.(j) Cumulative Remedies. The remedies provided herein are cumulative and notexclusive of any other remedies provided by law.(k) Severability. If any term, provision, covenant or restriction of thisAgreement is held by a court of competent jurisdiction to be invalid, illegal, void orunenforceable, the remainder of the terms, provisions, covenants and restrictions set forthherein shall remain in full force and effect and shall in no way be affected, impaired orinvalidated, and the parties hereto shall use their commercially reasonable efforts to findand employ an alternative means to achieve the same or substantially the same result as thatcontemplated by such term, provision, covenant or restriction. It is hereby stipulated anddeclared to be the intention of the parties that they would have executed the remainingterms, provisions, covenants and restrictions without including any of such that may behereafter declared invalid, illegal, void or unenforceable.
 
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(l) Headings. The headings in this Agreement are for convenience only, do notconstitute a part of this Agreement, and shall not be deemed to limit or affect any of theprovisions hereof.(m) Independent Nature of Holders’ Obligations and Rights. The obligations ofeach Holder hereunder are several and not joint with the obligations of any other Holderhereunder, and no Holder shall be responsible in any way for the performance of theobligations of any other Holder hereunder. Nothing contained herein or in any otheragreement or document delivered at any closing, and no action taken by any Holder pursuanthereto or thereto, shall be deemed to constitute the Holders as a partnership, anassociation, a joint venture or any other kind of entity, or create a presumption that theHolders are in any way acting in concert with respect to such obligations or thetransactions contemplated by this Agreement. Each Holder shall be entitled to protect andenforce 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 inany proceeding for such purpose.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK