RIGHTS AGREEMENT


 


This Rights Agreement
(this “Agreement”) is entered into as of May 21, 2012 by and among Innolog Holdings Corporation, a Nevada corporation
(the “Company”) and the individuals and entities set forth on Exhibit A attached to this Agreement
(individually, a “Rights Holder,” and collectively, the “Rights Holders”).


 


RECITALS:


 


Simultaneous with the
execution of this Agreement, the Company is executing a Note Purchase Agreement with the initial Rights Holder (the “Note
Purchase Agreement”), providing for the issuance of (i) one or more Convertible Promissory Notes (the “Notes”)
in favor of the Rights Holders, convertible into shares of Series B Convertible Preferred Stock of the Company (the “Shares”),
and (ii) warrants (the “Warrants”) to the Rights Holders, exercisable for shares of Common Stock of the Company
(“Common Stock”).


 


In connection with
these transactions, the parties to this Agreement deem it in their best interests to set forth certain rights and obligations of
the Rights Holders.


 


NOW, THEREFORE,
in consideration of the foregoing recitals and the promises, covenants and conditions set forth herein, the parties hereby agree
as follows:


 


Section 1.              REGISTRATION
RIGHTS.


 


1.1           Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Holder”
means any Rights Holder holding Registrable Securities, or any assignee of record of such Registrable Securities to whom the rights
under this Agreement have been duly assigned in accordance with this Agreement.


 


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


 


“Majority-in-Interest”
means Holders holding at least 51% the Registrable Securities (assuming conversion of the Notes and the Shares and exercise of
the Warrants).


 


“Registrable
Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Notes and
the Shares or upon exercise of the Warrants 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; provided, however, that Registrable
Securities shall not include any shares of Common Stock described in clause (i) or (ii) above which have previously been registered
or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in
a private transaction in which the transferor’s rights under this Agreement are not validly assigned in accordance with this
Agreement.


 


“Registration
Expenses” means all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company,
reasonable fees and expenses incurred by one special counsel to all selling Holders, blue sky fees and expenses and expenses of
any regular or special audits incident to or required by any such registration, but shall not include underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale of Registrable Securities.


 



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“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.2           
Piggyback Registrations. If, at any time after the date of this Agreement, the Company proposes to register (including
for this purpose a registration effected by the Company for its stockholders) any of its securities under the Securities Act (other
than pursuant to a registration solely in connection with an employee benefit or unit ownership plan) and the registration form
to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company
shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such a registration (each,
a “Piggyback Notice”). Subject to Sections 1.2(a) and 1.2(b) below, the Company shall include
in such registration all shares of Registrable Securities that Holders request the Company to include in such registration by written
notice given to the Company within 30 days after the date of sending of the Piggyback Notice. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such
registration whether or not any Holder has elected to include Registrable Securities in such registration.


 


(a)          Priority
on Primary Registrations. If a Piggyback Registration relates to an underwritten public offering of equity securities by the
Company and the representative of the underwriters advises the Company in writing that in its opinion marketing factors require
a limitation of the number of securities to be included in such registration, the Company shall include in such registration (i) first,
the securities proposed to be sold by the Company; (ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the Holders on the basis of the number of shares of Registrable Securities requested to be included
by each such Holder; and (iii) third, other securities requested to be included in such registration.


 


(b)          Priority
on Secondary Registrations. If a Piggyback Registration relates to an underwritten public offering of equity securities by
holders of the Company’s securities (other than pursuant to this Agreement) and the representative of the underwriters advises
the Company in writing that in its opinion marketing factors require a limitation of the number of securities to be included in
such registration, the Company shall include in such registration (i) first, the securities requested to be included in such
registration by the holders requesting such registration; (ii) second, the Registrable Securities requested to be included
in such registration among the Holders on the basis of the number of shares of Registrable Securities requested to be included
in such registration by each such Holder; and (iii) third, any other securities.


 


(c)          Underwritten
Piggyback Registrations. If a Piggyback Registration relates to an underwritten public offering of equity securities by the
Company, the Company shall not be required to include any of the Holders’ securities in such registration unless they accept
the terms of the underwriting as agreed upon between the Company and its underwriters; provided, that no Holders shall be
required to make any representations or warranties to the Company or the underwriters other than representations and warranties
regarding such Holder and such Holder’s intended method of distribution. For purposes of the allocation of shares of Registrable
Securities to be included in a registration pursuant to Sections 1.2(a) and (b), for any Rights Holder which
is an investment fund, partnership, limited liability company or corporation, (i) the partners, members, retired partners,
retired members, stockholders and affiliates of such Rights Holder, or the estates and family members of any such partners, retired
partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single
“Holder”; (ii) any pro rata allocation with respect to such “Holder” shall be based upon the aggregate
amount of shares of Registrable Securities owned by all entities and individuals included in such “Holder,” as defined
in this sentence; and (iii) such “Holder” may allocate the Registrable Securities allowed to be included in such
registration by such “Holder” to its related entities and individuals in its sole discretion.


 



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1.3           Registration
Procedures. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company
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.


 


(b)          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.


 


(c)          Furnish
to the Holders such number of copies of a prospectus, including a preliminary prospectus, and each amendment and supplement to
any such prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.


 


(d)          Use
its reasonable 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 Holders; provided, that the Company shall
not be required in connection with such registration and qualification or as a condition to such registration and qualification
(i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to
subject itself to taxation in any jurisdiction.


 


(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(s) of such offering.


 


(f)          Notify
each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating to such registration
statement is required to be delivered under the Securities 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 in such prospectus or necessary to make the statements in such prospectus not misleading in
the light of the circumstances then existing.


 


(g)          Furnish,
at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not
being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective,
(i) an opinion, dated as of 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 and reasonably satisfactory to a majority
in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration
of Registrable Securities and (ii) a “comfort” letter dated as of 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 and reasonably satisfactory to a majority in interest of the Holders requesting registration,
addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.


 



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(h)          Cause
all such Registrable Securities registered pursuant to such registration statement to be listed on each securities exchange and
trading system on which similar securities issued by the Company are then listed.


 


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


 


(j)          Make
available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply
all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration
statement.


 


(k)          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 Registrable Securities 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.


 


(l)          Otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders,
as soon as reasonably practicable, 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 Securities Act.


 


(m)          If
any such registration or comparable statement refers to any Holder by name or otherwise as the holder of any securities of the
Company and if, in the sole and exclusive judgment of such Holder, such Holder is or might be deemed to be a controlling person
of the Company, such Holder shall have the right to require (i) the inclusion in such registration statement of language,
in form and substance reasonably satisfactory to such Holder, to the effect that the holding of such securities by such Holder
is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered by
such registration statement and that such holding does not imply that such Holder shall assist in meeting any future financial
requirements of the Company or (ii) in the event that such reference to such Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder; provided,
that with respect to this clause (ii) such Holder shall furnish to the Company an opinion of counsel to such effect,
which opinion of counsel shall be reasonably satisfactory to the Company.


 


1.4           Expenses
of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant
to Section 1.2 of this Agreement shall be borne by the Company. All underwriting discounts, selling commissions and
stock transfer taxes relating to securities so registered shall be borne by the Holders of such securities pro rata on the basis
of the number of shares of securities so registered on their behalf, as shall any other expenses in connection with the registration
required to be borne by the Holders of such securities.


 



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1.5           Furnish
Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section
1.2 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities
held by them and the intended method of disposition of such securities as shall be required to effect the timely registration of
their Registrable Securities.


 


1.6           Delay
of Registration. No Holder shall 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.


 


1.7           Indemnification.
If any Registrable Securities are included in a registration statement under Section 1.2:


 


(a)          By
the Company. To the extent permitted by law, the Company shall indemnify and hold harmless each Holder, the partners, officers
and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the “Exchange
Act”), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions
in respect of such losses, claims, damages, or liabilities) arise out of or are based upon any of the following statements, omissions
or violations (collectively, “Violations” and, individually, 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 in such registration statement or any amendments or supplements to such registration statement;


 


(ii)         the
omission or alleged omission to state in any such registration statement a material fact required to be stated in such registration
statement or necessary to make the statements in such registration statement not misleading; or


 


(iii)        any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law, or
any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection
with the offering covered by such registration statement;


 


and the Company shall reimburse each such
Holder, partner, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them,
as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
that the indemnity agreement contained in this Section 1.7(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
shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent (and only to the extent) 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 such Holder, partner,
officer, director, underwriter or controlling person of such Holder.


 



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(b)          By
Selling Holders. To the extent permitted by law, each selling Holder shall indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within
the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or
any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, underwriter or other such Holder, partner, director, officer or controlling
person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar
as such losses, claims, damages or liabilities (or actions in respect to such losses, claims, damages or liabilities) 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 such Holder expressly for use in connection with such registration;
and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, that the indemnity agreement
contained in this Section 1.7(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, nor
shall the total amounts payable in indemnity by a Holder under this Section 1.7(b) in respect of any Violation exceed
the net proceeds received by such Holder in the registered offering out of which such Violation arises.


 


(c)          Notice.
Promptly after receipt by an indemnified party under this Section 1.7 of notice of the commencement of any action (including
any governmental action), such indemnified party shall, if a claim in respect of such action is to be made against any indemnifying
party under this Section 1.7, deliver to the indemnifying party a written notice of the commencement of such action
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 of such action with counsel mutually satisfactory to
the parties; provided, that an indemnified party shall have the right to retain its own 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 conflict of 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, if prejudicial to the indemnifying party’s ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this Section 1.7, but the omission so to deliver
written notice to the indemnifying party shall not relieve the indemnifying party of any liability that it may have to any indemnified
party otherwise than under this Section 1.7.


 


(d)          Defect
Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus
on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with
the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not inure
to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to
the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.


 



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(e)          Contribution.
In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either
(i) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 1.7 but it is judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding the fact that this Section 1.7 provides for indemnification in such
case or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling
person in circumstances for which indemnification is provided under this Section 1.7, then, and in each such case,
the Company and such Holder shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the
public offering price of all securities offered by and sold under such registration statement, and the Company and other selling
Holders are responsible for the remaining portion; provided, that, in any such case, (A) no such Holder shall be required
to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder
pursuant to such registration statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.


 


(f)          Survival.
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with any underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control. Unless otherwise superceded by an underwriting agreement entered into in connection
with any underwritten public offering, the obligations of the Company and Holders under this Section 1.7 shall survive
the completion of any offering of Registrable Securities in a registration statement and shall survive the termination of this
Agreement.


 


1.8           “Market
Stand-Off” Agreement. Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter
of securities of the Company, for up to 180 days following the effective date of a registration statement of the Company filed
under the Securities Act for the Company’s IPO or for any offering in which such Holder is selling Registrable Securities
(a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the
effectiveness of the registration statement for such offering or (b) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction
described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash
or otherwise; provided, that:


 


(i)          such
agreement shall not apply to (y) transactions with donees or partners of the Holder who agree to be similarly bound or (z) the
sale of shares to an underwriter pursuant to an underwriting agreement;


 


(ii)         all
executive officers and directors of the Company and holders of at least 1% of the Company’s voting securities are bound by
and have entered into similar agreements; and


 


(iii)        any
release or waiver by the Company or any underwriter of any party mentioned in Section 1.8(ii) from the above restrictions
(or similar restrictions contained in any agreement) shall have no effect unless each Holder is released from such restrictions
to the same extent.


 



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The obligations described
in this Section 1.8 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or
Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4
or similar forms that may be promulgated in the future.


 


In order to enforce
the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares
subject to this Section 1.8 and to impose stop transfer instructions with respect to the Registrable Securities and
such other securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction)
until the end of such period. The underwriters of any such offering are intended third party beneficiaries of this Section 1.8
and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder
further agrees to execute such agreements as may be reasonably requested by the underwriters of any such offering that are consistent
with this Section 1.8 or that are necessary to give further effect hereto.


 


1.9           Limitations
on Subsequent Registration Rights. Except as otherwise provided in Section 5.2 below, from and after the date of
this Agreement, the Company shall not, without the prior written consent of the Majority-in-Interest, enter into any agreement
with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include
securities in any registration unless such holder or prospective holder may include such securities only to the extent that the
inclusion of such securities shall not reduce the number of Registrable Securities which are included.


 


1.10         Rule 144
Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at
any time permit the sale of the Registrable Securities to the public without registration:


 


(a)          Make
and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at
all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its
securities to the general public;


 


(b)          Use
reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and


 


(c)          So
long as a Holder owns any Registrable Securities, to furnish to the Holder immediately upon request (i) a written statement
by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after
the effective date of the first registration statement filed by the Company for an offering of its securities to the general public)
and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange
Act); (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents
of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder
to sell any such securities without registration (at any time after the Company has become subject to the reporting requirements
of the Exchange Act).


 


Section 2.          APPLICATION
OF AGREEMENT TO ADDITIONAL SHARES. All of the provisions of this Agreement shall apply to all of the Registrable Securities
held by any Rights Holder, whether issued before, on or after the Closing, and all securities issued as a replacement for the Registrable
Securities or with respect to the Registrable Securities as a result of any conversion, split, dividend, recapitalization, combination
or similar transaction.


 



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Section 3.          RESTRICTIVE
LEGEND. Each Rights Holder understands and agrees that the Company shall cause a legend substantially equivalent to the legend
set forth below, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the shares subject
to Section 1.8 above:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS, INCLUDING A LOCK-UP PERIOD IN THE EVENT
OF A PUBLIC OFFERING AS SET FORTH IN A RIGHTS AGREEMENT, ENTERED INTO BY THE HOLDER OF THESE UNITS, THE COMPANY, AND CERTAIN
OTHER RIGHTS HOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


The Company agrees that, during the term
of this Agreement, it shall not remove, and it shall not permit to be removed (upon registration of transfer, reissuance, or otherwise),
the above legend from any such certificate and shall place or cause to be placed such legend on any new certificate issued to represent
the shares subject to Section 1.8 above.


 


Section 4.          COVENANTS
OF THE COMPANY. The Company agrees to use all reasonable efforts to ensure that the rights granted under this Agreement are
effective and that the parties to this Agreement enjoy the benefits of such rights. The Company shall not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be performed under this Agreement by the Company, but
shall at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all
such actions as may be necessary, appropriate, or reasonably requested in order to protect the rights of the parties under this
Agreement against impairment.


 


Section 5.          GENERAL
PROVISIONS


 


5.1        Termination.
This Agreement shall terminate on the earlier of (a) the sale of the Company (through a merger, consolidation, sale of all
or substantially all of its assets or equity interests, or similar transaction); (b) the written agreement of the Company
and of the Majority-in-Interest; (c) the acquisition by a single purchaser of all of the issued and outstanding Shares; or
(d) the effective time of any liquidation, winding up, or dissolution of the Company.


 


5.2        Amendment;
Waiver; Additional Parties. This Agreement may be amended, and the observance of or compliance with any provision of this
Agreement by any party to this Agreement may be waived, only by the written agreement of the Company and the Majority-in-Interest;
provided, however, any amendment that adversely and materially affects the obligations of a Rights Holder shall,
in addition to the foregoing, require the separate consent of such Rights Holder. In the event the Company issues pursuant to the
Note Purchase Agreement any additional Notes and Warrants subsequent to the Effective Date, such purchasers may become a party
to this Agreement, without the need to amend this Agreement, and be entitled to all the rights and subject to all of the obligations
set forth herein of a “Rights Holder” upon the Company’s receipt from such purchaser of an executed counterpart
signature page to this Agreement.


 



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5.3           Successors
and Assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and permitted assigns of the parties to this Agreement (including transferees
of any Notes, Shares and Warrants).


 


5.4           Third
Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to
this Agreement and 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.


 


5.5           Governing
Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the Commonwealth
of Virginia as applied to agreements among Virginia residents entered into and to be performed entirely within Virginia, excluding
that body of law relating to conflict of laws.


 


5.6           Counterparts.
This Agreement may be executed in two or more counterparts (including, without limitation, facsimile counterparts), each of which
shall be deemed an original, but all of which together shall constitute one and the same agreement.


 


5.7           Headings.
The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement. All references in this Agreement to sections, paragraphs, exhibits, and schedules shall, unless otherwise provided,
refer to sections and paragraphs of this Agreement and exhibits and schedules attached to this Agreement, all of which exhibits
and schedules are incorporated in this Agreement by this reference.


 


5.8           Notices.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered personally
or by facsimile transmission or by nationally recognized overnight delivery service or by first class certified or registered mail,
return receipt requested, postage prepaid:


 


 If to the Company,
at its principal office, Attention: Executive Chairman or Chief Executive Officer, or at such other address or addresses as may
have been furnished by giving five days advance written notice to all other parties.


 


 If to a Rights Holder,
at its address set forth on Exhibit A, or at such other address or addresses as may have been furnished to the Company
by giving five days advance written notice.


 


 Notices provided in
accordance with this Section 5.8 shall be deemed delivered upon personal delivery or three business days after deposit
in the mail.


 


5.9           Costs
And Attorneys’ Fees. If any action, suit, or other proceeding is instituted concerning or arising out of this Agreement
or any transaction contemplated under this Agreement, the prevailing party shall recover all of such party’s costs and attorneys’
fees incurred in each such action, suit, or other proceeding, including any and all appeals or petitions from any such action,
suit, or other proceeding.


 


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


 



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5.11         Entire
Agreement. This Agreement, together with all exhibits and schedules to this Agreement, constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior negotiations,
correspondence, agreements, understandings, duties, or obligations between the parties with respect to the subject matter of this
Agreement.


 


5.12         Further
Assurances. From and after the date of this Agreement, upon the request of the Majority-in-Interest, the Company shall
execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


 


5.13         Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach or default
of the Company or a Rights Holder under this Agreement shall impair any such right, power, or remedy of such party nor shall it
be construed to be a waiver of any such breach or default, or an acquiescence in any such breach or default, or of or in any similar
breach or default occurring after such breach or default; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default occurring before or after any such breach or default. Any waiver, permit, consent, or approval of
any kind or character on the part of any party of any breach or default under this Agreement or any waiver on the part of any party
of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


5.14         Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the
breach of this Agreement by any other party to this Agreement, that this Agreement shall be specifically enforceable, and that
any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining
order. Further, each of the Company and the Rights Holders waives any claim or defense that there is an adequate remedy at law
for such breach or threatened breach.


 


[Signature Pages Follow]










 



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


 


	 	COMPANY:
	 	 
	 	INNOLOG HOLDINGS CORPORATION
	 	 
	 	By:	/s/ William
    P. Danielczyk 
	 	Name:	William P. Danielczyk
	 	Title:	Executive Chairman


 


Signature
Page to

Rights Agreement


 



    	 



    	 



    

 


	 	RIGHTS HOLDERS:
	 	 
	 	Glen
    Hill InvestmentS LLC
	 	 
	 	 
	 	By:	/s/ Harry
    R. Jacobson
	 	Name:	Harry R. Jacobson
	 	Title:	Manager


 


Signature
Page to

Rights Agreement


 



    	 



    	 



    

 


EXHIBIT A


 


RIGHTS HOLDERS


 


Glen Hill Investments LLC


836 Glen Leven Drive


Nashville, TN 37204