Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT is made as of May 4, 2006,
by and among ASPYRA, INC., a
California corporation (the ”Company”),
with headquarters located at 26115-A Mureau Road, Calabasas, California 91302,
and the purchasers (collectively, the “Purchasers”
and each a “Purchaser”) set forth
on Schedule 1 hereof, with regard
to the following:


 


RECITALS


 


WHEREAS, the Company
and the Purchasers are parties to that certain Common Stock and Warrant
Purchase Agreement dated as of May 4, 2006
(the “Purchase Agreement”); and


 


WHEREAS, as a
condition of the obligations of, and an inducement to, the parties to
consummate the purchase by the Purchasers of the Common Shares and Warrants
(each as defined in the Purchase Agreement), contemplated by the Purchase
Agreement, this Agreement shall be executed and delivered.


 


NOW, THEREFORE, in
consideration of their respective promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Purchasers hereby agree as follows:


 


Any capitalized terms not defined herein
shall have the meaning set forth in the Purchase Agreement.


 


ARTICLE I.


REGISTRATION OF SHARES; COMPLIANCE WITH THE
SECURITIES ACT


 


Section 1.1                                      Registration Procedures and Expenses.
The Company shall:


 


(a)                                  Subject
to receipt of necessary information from the Purchasers, including all
information requested by Schedule 2 hereof, use commercial
reasonable efforts to prepare and file with the SEC, within sixty (60) days
after the Closing of the Purchase Agreement, a registration statement (the “Registration Statement”) on Form S-3
(or, if Form S-3 is not then available to the Company, on such appropriate
form as is then available to the Company) to enable the resale of the
Registrable Shares by the Purchasers on a delayed or continuous basis under Rule 415
of the Securities Act. “Registrable Shares”
means (a) each Common Share and (b) each Warrant Share until the
earlier of: (1) the date on which such share has been resold or otherwise
transferred pursuant to the Registration Statement; (2) the date on which
such share is transferred in compliance with Rule 144 under the Securities
Act or may be sold or transferred pursuant to Rule 144 under the Securities
Act (or any other similar provisions then in force) without any volume or
manner of sale restrictions thereunder; or (3) the date on which such
share ceases to be outstanding (whether as a result of redemption, repurchase
and cancellation or otherwise). Prior to the filing of the Registration
Statement, the Company will provide to each Purchaser a copy of the “Selling
Shareholder” section for their review, and if no comments are received
within three (3) days of delivery of this section, then it will be deemed
approved.


 


1

















 


(b)                                 use
commercial reasonable efforts, subject to receipt of necessary information from
the Purchasers, including the Registration Statement Questionnaire, to cause
the Registration Statement to become effective within 120 days of the Closing
of the Purchase Agreement (the “Effective Date Deadline”).


 


(c) use commercial
reasonable efforts to prepare and file with the SEC such amendments and
supplements to the Registration Statement and the Prospectus (as defined in Section 1.3
below) used in connection therewith and take all such other actions as may be
necessary to keep the Registration Statement current and effective for a period
(the ”Registration Period”)
not exceeding, with respect to the Purchaser’s Registrable Shares, the earlier
of (i) the second anniversary of the Closing of the Purchase Agreement (provided,
however, that with respect
to Registrable Shares that are Warrant Shares, the foregoing date shall be the
second anniversary of the date the related Warrant was exercised), (ii) the
date on which all Registrable Shares then held by the Purchaser may be
sold or transferred in compliance with Rule 144 under the Securities Act
(or any other similar provisions then in force) without any volume or manner of
sale restrictions thereunder, and (iii) such time as all Registrable
Shares held by the Purchaser have been sold (A) pursuant to a registration
statement, (B) to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (C) in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer
restrictions and restrictive legends with respect thereto, if any, are removed
upon the consummation of such sale;


 


(d)                                 promptly
furnish to the Purchaser with respect to the Registrable Shares registered
under the Registration Statement such reasonable number of copies of the
Prospectus, including any supplements to or amendments of the Prospectus, in
order to facilitate the public sale or other disposition of all or any of the
Registrable Shares by the Purchaser;


 


(e)                                  promptly
take such action as may be necessary to qualify, or obtain, an exemption
for the Registrable Shares under such of the state securities laws of United
States jurisdictions as shall be necessary to qualify, or obtain an exemption
for, the sale of the Registrable Shares in states specified in writing by the
Purchaser;  provided, however,
that the Company shall not be required to qualify to do business or consent to
service of process in any jurisdiction in which it is not now so qualified or
has not so consented;


 


(f)                                    bear
all expenses in connection with the procedures in paragraph (a) through (c) of
this Section 1.1 and the registration of the Registrable Shares
pursuant to the Registration Statement, regardless of whether a Registration
Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made with the
NASD); (ii) fees and expenses of compliance with federal securities and
state “blue sky” or securities laws; (iii) expenses of printing (including
printing certificates for the Registrable Shares and Prospectuses); (iv) all
application and filing fees in connection with listing the Registrable Shares
on the AMEX; and (v) all fees and disbursements of counsel of the Company
and independent certified public accountants of the Company; provided, however, that the
Purchaser shall be responsible for paying the fees and disbursements for the
Purchasers’ respective counsel, the underwriting commissions or brokerage fees,
and taxes of any kind (including, without limitation, transfer taxes)
applicable to any disposition, sale or transfer of the Purchaser’s Registrable
Shares. The Company shall, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties); and


 


2

















 


(g)                                 advise
the Purchasers, within two (2) business days by e-mail, fax or other type
of communication, and, if requested by such person, confirm such advice in
writing: (i) after it shall receive notice or obtain knowledge of the
issuance of any stop order by the SEC delaying or suspending the effectiveness
of the Registration Statement or of the initiation or threat of any proceeding
for that purpose, or any other order issued by any state securities commission
or other regulatory authority suspending the qualification or exemption from
qualification of such Registrable Shares under state securities or “blue sky”
laws; and it will promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or other order or to obtain its withdrawal at
the earliest possible moment if such stop order or other order should be
issued; and (ii) when the Prospectus or any supplements to or amendments
of the Prospectus have been filed, and, with respect to the Registration
Statement or any post-effective amendment thereto, when the same has become
effective.


 


Section 1.2                                      Transfer of Shares; Suspension.


 


(a)                                  The
Purchaser agrees that it will not effect any disposition of the Securities or
its right to purchase the Registrable Shares that would constitute a sale
within the meaning of the Securities Act, except as contemplated in the
Registration Statement referred to in Section 1.1 or in accordance
with the Securities Act, and that it will promptly notify the Company of any
changes in the information set forth in the Registration Statement regarding
the Purchaser or its plan of distribution.


 


(b)                                 Except
in the event that clause (c) below applies, the Company shall, at all
times during the Registration Period, promptly (i) prepare and file from
time to time with the SEC a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference or file any other
required document so that such Registration Statement will not contain an
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading, and so that, as thereafter
delivered to purchasers of the Registrable Shares being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; (ii) provide the Purchaser copies of any documents filed
pursuant to Section 1.2(b)(i); and (iii) inform the
Purchaser that the Company has complied with its obligations in Section 1.2(b)(i) (or
that, if the Company has filed a post-effective amendment to the Registration
Statement which has not yet been declared effective, the Company will notify
the Purchaser to that effect, will use its commercially reasonable  efforts to secure the effectiveness of such
post-effective amendment as promptly as possible and will promptly notify the
Purchaser pursuant to Section 1.2(b)(iii) hereof when the
amendment has become effective).


 


(c)                                  Subject
to clause (d) below, in the event of (i) any request by the SEC or
any other federal or state governmental authority during the period of
effectiveness of the Registration Statement for amendments or supplements to a
Registration Statement or related 


 


3

















 


Prospectus or for additional
information; (ii) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose; (iii) the
receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (iv) any event or circumstance which
necessitates the making of any changes in the Registration Statement or
Prospectus, or any document incorporated or deemed to be incorporated therein
by reference, so that, in the case of the Registration Statement, it will not
contain any 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, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, then the Company shall deliver a notice in
writing to the Purchaser (the “Suspension
Notice”) to the effect of the foregoing and, upon receipt of such
Suspension Notice, the Purchaser will refrain from selling any Registrable
Shares pursuant to the Registration Statement (a “Suspension”) until the Purchaser’s receipt of copies of a
supplemented or amended Prospectus prepared and filed by the Company, or until
it is advised in writing by the Company that the current Prospectus may be
used. In the event of any Suspension, the Company will use its commercially
reasonable efforts, consistent with the best interests of the Company and its
shareholders, to cause the use of the Prospectus so suspended to be resumed as
soon as reasonably practicable after the delivery of a Suspension Notice to the
Purchaser; provided, however, that the Company may on two
occasions only suspend sales pursuant to the Registration Statement for a
period of up to thirty (30) days if the Company furnishes to the holders of the
Registrable Shares a certificate signed by the Company’s Chief Executive
Officer stating that in the good faith judgment of the Company’s Board of
Directors, (i) the offering would interfere in any material respect with
any acquisition, corporate reorganization or other material transaction under
consideration by the Company or (ii) there is some other material development
relating to the condition (financial or other) of the Company that has not been
disclosed to the general public and as to which it is in the Company’s best
interests not to disclose such development; provided further, however, that the
Company may not so suspend sales more than twice in any calendar year
without the written consent of the holders of at least a majority of the
then-eligible Registrable Shares consisting of outstanding shares of Common
Stock.


 


(d)                                 In
the event of a sale of Registrable Shares by the Purchaser under the
Registration Statement, the Purchaser must also deliver to the Company’s
transfer agent, with a copy to the Company, a Certificate of Subsequent Sale
substantially in the form attached hereto as Exhibit A, so that the Registrable Shares may be
properly transferred.


 


Section 1.3                                      Indemnification. For the purpose of
this Section 1.3, the term “Registration
Statement” shall include any preliminary or final prospectus,
exhibit, supplement or amendment included in or relating to the Registration
Statement referred to in Section 1.1 and the term “Rules and Regulations” means the rules and
regulations promulgated under the Securities Act.


 


4

















 


(a)                                  Indemnification by the Company. The
Company agrees to indemnify and hold harmless the Purchaser and each person, if
any, who controls the Purchaser within the meaning of the Securities Act,
against any losses, claims, damages, liabilities or expenses to which the
Purchaser or such controlling person may become subject, under the
Securities Act, the Exchange Act, or any other federal or state statutory law
or regulation insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof as contemplated below) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, including the Prospectus,
financial statements and schedules, and all other documents filed as a part thereof,
as amended at the time of effectiveness of the Registration Statement,
including any information deemed to be a part thereof as of the time of
effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434
of the Rules and Regulations, or the Prospectus, in the form first
filed with the Commission pursuant to Rule 424(b) of the Regulations,
or filed as part of the Registration Statement at the time of
effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any amendment or
supplement thereto (ii) the omission or alleged omission to state in any
of them a material fact required to be stated therein or necessary to make the
statements in any of them (in the case of the Prospectus only, in light of the
circumstances under which they were made), not misleading, or (iii) any
inaccuracy in the representations and warranties of the Company contained in
this Agreement, or any failure of the Company to perform its obligations
under this Agreement, and will reimburse the Purchaser and each such controlling
person for any legal and other expenses as such expenses are reasonably
incurred by the Purchaser or such controlling person in connection with
investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action; provided, however,
that the Company will not be liable in any such case to the extent that any
such loss, claim, damage, liability or expense arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, the Prospectus or any amendment or
supplement of the Registration Statement or Prospectus in reliance upon and in
conformity with information furnished to the Company by or on behalf of the
Purchaser expressly for use in the Registration Statement or the Prospectus, or
(ii) the failure of the Purchaser to comply with the covenants and
agreements contained in the Purchase Agreement or this Agreement, or (iii) the
inaccuracy of any representations made by the Purchaser in this Agreement or (iv) any
untrue statement or omission of a material fact in any Prospectus that is
corrected in any subsequent Prospectus that was delivered to the Purchaser
before the pertinent sale or sales by the Purchaser.


 


(b)                                 Indemnification by the Purchaser. The
Purchaser will indemnify and hold harmless the Company, each of its directors,
each of its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of the Securities Act, against
any losses, claims, damages, liabilities or expenses to which the Company, each
of its directors, each of its officers who sign the Registration Statement or
controlling person may become subject, under the Securities Act, the
Exchange Act, or any other federal or state statutory law or regulation insofar
as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof as contemplated below) arise out of or are based upon (i) any
failure on the part of the Purchaser to comply with the covenants and
agreements contained in the Purchase Agreement or this Agreement or (ii) the
inaccuracy of any representation or warranty made by the Purchaser in this
Agreement or (iii) any untrue or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement to the Registration Statement or Prospectus, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements 


 


5

















 


therein (in the case of the Prospectus only, in light of the
circumstances under which they were made), not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Purchasers expressly for use therein; provided, however,
that the Purchaser shall not be liable for any such untrue or alleged untrue
statement or omission or alleged omission of which the Purchaser has delivered
to the Company in writing a correction at least two (2) business days
before the occurrence of the transaction from which such loss was incurred, and
the Purchaser will reimburse the Company, each of its directors, each of its
officers who signed the Registration Statement or controlling person for any
legal and other expense reasonably incurred by the Company, each of its
directors, each of its officers who signed the Registration Statement or
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action for which such person is entitled to be indemnified in accordance with
this Section 1.3(b).


 


(c)                                  Indemnification Procedure.


 


(i)             Promptly after
receipt by an indemnified party under this Section 1.3 of notice of
the threat or commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 1.3, promptly notify the indemnifying party in writing of
the claim; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
for contribution or otherwise under the indemnity agreement contained in this Section 1.3
except to the extent it is materially prejudiced as a result of such failure.


 


(ii)          In case any such action
is brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it may wish,
jointly with all other indemnifying parties similarly notified, to assume the
defense thereof; provided, however, if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be a
conflict between the positions of the indemnifying party and the indemnified
party in conducting the defense of any such action or that there may be
legal defenses available to it or other indemnified parties that are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
assume the defense of such action, the indemnifying party will not be liable to
such indemnified party under this Section 1.3 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless:


 


(1)                                  the
indemnified party shall have employed such counsel in connection with the
assumption of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel, approved by such
indemnifying party representing all of the indemnified parties who are parties
to such action), or


 


6

















 


(2)                                  the
indemnifying party shall not have counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of action, in each of which cases the reasonable
fees and expenses of counsel shall be at the expense of the indemnifying party.


 


(d)                                 Contribution. If a claim for
indemnification under this Section 1.3 is unavailable to an
indemnified party (by reason of public policy or otherwise), then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of any losses, claims, damages, liabilities or expenses referred to in this
Agreement, in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and indemnified party in connection with the actions,
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates
to information supplied by, such indemnifying party or indemnified party, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any losses, claims, damages, liabilities or
expenses shall be deemed to include, subject to the limitations set forth in
this Section 1.3, any reasonable attorneys’ or other reasonable
fees or expenses incurred by such party in connection with any proceeding to
the extent such party would have been indemnified for such fees or expenses if
the indemnification provided for in this Section was available to such
party in accordance with its terms.


 


No party to this Agreement guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any other party to
this Agreement who was not guilty of such fraudulent misrepresentation.


 


Section 1.4                                      Termination of Conditions and Obligations.
The restrictions imposed by Article I upon the transferability of
the Registrable Shares shall cease and terminate as to any particular number of
the Registrable Shares upon the passage of two (2) years from the Closing
of the Purchase Agreement, provided, however, that with respect
to the Registrable Shares that are the Warrant Shares, the foregoing date shall
be the second anniversary of the date the relevant Warrant was exercised, or at
such time as an opinion of counsel satisfactory in form and substance to
the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act.


 


Section 1.5                                      Registration Default. (a) If
the Registration Statement covering 
the  Registrable Shares required
to be filed by  the  Company pursuant  to  Section 1.1
is not for any reason (other than through the fault of the Purchaser) declared
effective  by  the 
SEC  by  the Effective 
Date Deadline, then the Company shall make the payments  to 
each Purchaser as provided in the next sentence as liquidated damages
and not  as a  penalty. The amount to be paid by the Company
to each Purchaser shall  be determined as
of each Computation Date (as 


 


7

















 


defined below), and such  amount shall be equal to 1% (the “Liquidated
Damage Rate”) of the product of (i) the 
per  unit  Purchase 
Price  of the Units  under 
the  Purchase  Agreement and (ii) the number of shares
of Registrable Shares then  held by such
Purchaser, for the period from the Effective Date Deadline to the first
Computation Date, and for each 30-day period of any subsequent Computation
Dates thereafter, in each case calculated on a pro  rata 
basis to  the  date on which the Registration Statement is
declared effective  by the SEC (the “Periodic
Amount”). The full Periodic Amount shall be paid by the Company to the
Purchaser by wire transfer of immediately available funds within  three 
business days after each Computation Date or three  business days 
after  the  date 
on  which the Registration  Statement 
is  declared effective by the SEC,
whichever occurs earlier.


 


(b) As 
used in Section 1.5(a), “Computation Date” means the date which
is  30 
days  after  the Effective Date Deadline and, if  the 
Registration Statement  to  be 
filed by the Company pursuant to Section  1.1 has  not theretofore been declared effective by
the SEC, each date which is 30  days
after the previous Computation Date until such Registration Statement is so
declared effective.


 


ARTICLE II.


MISCELLANEOUS


 


Section 2.1                                      Governing Law: Jurisdiction. This
Agreement shall be governed by and construed in accordance with the California
Corporation Law (in respect of matters of corporation law) and the laws of the
State of California (in respect of all other matters) applicable to contracts
made and to be performed in the State of California. The parties hereto
irrevocably consent to the jurisdiction of the United States federal courts and
state courts located in the County of Los Angeles in the State of California in
any suit or proceeding based on or arising under this Agreement or the
transactions contemplated hereby and irrevocably agree that all claims in
respect of such suit or proceeding may be determined in such courts. The
Company and each Purchaser irrevocably waives the defense of an inconvenient
forum to the maintenance of such suit or proceeding in such forum. The Company
and each Purchaser further agrees that service of process upon the Company or
such Purchaser, as applicable, mailed by the first class mail in
accordance with Section 2.6 shall be deemed in every respect
effective service of process upon the Company or such Purchaser in any suit or
proceeding arising hereunder. Nothing herein shall affect Purchaser’s right to
serve process in any other manner permitted by law. The parties hereto agree
that a final non-appealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner. The parties hereto irrevocably waive
any right to a trial by jury under applicable law.


 


Section 2.2                                      Counterparts. This Agreement may be
executed in two or more counterparts, including, without limitation, by
facsimile transmission, all of which counterparts shall be considered one and
the same agreement and shall become effective when counterparts have been
signed by each party and delivered to each other party. In the event any
signature page is delivered by facsimile transmission, the party using
such means of delivery shall cause additional original executed signature pages to
be delivered to the other parties as soon as practicable thereafter.


 


8

















 


Section 2.3                                      Headings. The headings of this
Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement.


 


Section 2.4                                      Severability. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement or the validity or enforceability of this
Agreement in any other jurisdiction.


 


Section 2.5                                      Entire Agreement; Amendments. This
Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the maters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor any Purchaser makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be
waived other than by an instrument in writing signed by the party to be charged
with enforcement and no provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and each Purchaser.


 


Section 2.6                                      Notices. Notices shall be delivered
in accordance with the Purchase Agreement.


 


Section 2.7                                      Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and assigns. Neither the Company nor any Purchaser shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, each Purchaser may assign
its rights and obligations hereunder to any of its “affiliates,” as that term
is defined under the Securities Act, without the consent of the Company so long
as such affiliate is an accredited investor (within the meaning of
Regulation D under the Securities Act) and agrees in writing to be bound
by this Agreement. This provision shall not limit each Purchaser’s right to
transfer the Securities pursuant to the terms of this Agreement or to assign
such Purchaser’s rights hereunder to any such transferee. In that regard, if a
Purchaser sells all or part of its Common Shares to someone that acquires
the shares subject to restrictions on transferability (other than restrictions,
if any, arising out of the transferee’s status as an affiliate of the Company),
such Purchaser shall be permitted to assign its rights hereunder, in whole or
in part, to such transferee.


 


Section 2.8                                      Third Party Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.


 


[Signature
page to follow]


 


9

















 


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


 


	
  COMPANY:

  
	
   

  	
   

  
	
  ASPYRA, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven M. Besbeck

  	
   

  
	
   

  	
  Name:

  	
  Steven M. Besbeck

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


10

















 


Schedule 1

to

Registration Rights Agreement


 


LIST OF
PURCHASERS


 


	
  Purchasers

  	
   

  	
  Shares of Common Stock

  	
   

  	
  Warrant Shares

  	
   

  	
  Aggregate

  Purchase Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule 2

to

Registration Rights Agreement


 


REGISTRATION
STATEMENT QUESTIONNAIRE


 


To:                              Aspyra, Inc.


c/o Joseph E. Nida Esq.


Sheppard
Mullin Richter & Hampton, LLP


800 Anacapa
Street


Santa Barbara,
CA 93101


 


Reference is made to the Registration Rights Agreement (the “Agreement”), made between Aspyra, Inc.,
a California corporation (the “Company”),
and the Purchasers noted therein.


 


The undersigned hereby furnishes to the Company the following
information for use by the Company in connection with the preparation of the
Registration Statement contemplated by Section 1 of the Agreement.


 


(1)                                 Name
and Contact Information:


 


	
   

  	
  Full legal name of record holder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of record holder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number or Taxpayer identification number of record
  holder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Identity of beneficial owner (if different than record holder):

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of contact person:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone number of contact person:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax number of contact person:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-mail address of contact person:

  	
   

  



 


2

















 


(2)                                 Beneficial
Ownership of Registrable Shares:


 


	
   

  	
  (a)  Number of Registrable Shares
  owned by Selling Shareholder:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)  Number of Registrable Shares
  requested to be registered:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(3)                                 Beneficial
Ownership of Other Securities of the Company Owned by the Selling Shareholder:


 


	
   

  	
  Except as set forth below in this Item (3), the undersigned is not
  the beneficial or registered owner of any securities of the Company other
  than the Registrable Shares listed above in Item (2)(a).

  
	
   

  	
   

  	
   

  
	
   

  	
  Type and amount of other securities beneficially owned by the Selling
  Shareholder:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(4)                                 Relationships
with the Company:


 


	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  State any exceptions here:

  
	
   

  	
   

  



 


 


(5)                                 Selling
Shareholder Affiliations:


 


	
   

  	
  (a)                                  Is
  the Selling Shareholder a registered broker-dealer?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)                                 Is
  the Selling Shareholder an affiliate of a registered broker-dealer(s)? (For
  purposes of this response, an “affiliate” of, or person “affiliated” with, a
  specified person, is a person that directly, or indirectly through one or
  more intermediaries, controls or is controlled by, or is under common control
  with, the person specified.)

  
	
   

  	
   

  
	
   

  	
   

  



 


3

















 


	
   

  	
  (c)                                  If
  the answer to Item (6)(b) is yes, identify the registered
  broker-dealer(s) and describe the nature of the

  affiliation(s):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (d)                                 If
  the answer to Item (6)(b) is yes, did the Selling Shareholder acquire
  the Registrable Shares in the ordinary course of business (if not, please
  explain)?

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (e)                                  If
  the answer to Item (6)(b) is yes, did the Selling Shareholder, at the
  time of purchase of the Registrable Shares, have any agreements, plans or
  understandings, directly or indirectly, with any person to distribute the
  Registrable Shares (if yes, please explain)?

  
	
   

  	
   

  



 


(6)                                 Voting
or Investment Control over the Registrable Shares:


 


	
   

  	
  If the Selling Shareholder is not a natural person, please identify
  the natural person or persons who have voting or investment control over the
  Registrable Shares listed in Item (2) above:

  



 


 


Pursuant to the Agreement, the undersigned
acknowledges that the Company may, by notice to the Placement Agent, suspend or
withdraw the Registration Statement and require that the undersigned
immediately cease sales of Registrable Shares pursuant to the Registration
Statement under certain circumstances described in the Agreement. At any time
that such notice has been given, the undersigned may not sell Registrable
Shares pursuant to the Registration Statement.


 


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


 


The undersigned has reviewed the answers to
the above questions and affirms that the same are true, complete and accurate. THE
UNDERSIGNED AGREES TO NOTIFY THE COMPANY IMMEDIATELY OF ANY CHANGES IN THE
FOREGOING INFORMATION.


 


	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  , 2006

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Signature of Record Holder

  (Please sign your name in exactly the same

  manner as the certificate(s) for the shares being

  registered)

  
	
   

  	
   

  



 


4

















 


Exhibit A


 


CERTIFICATE OF SUBSEQUENT SALE


 


AMERICAN STOCK TRANSFER & TRUST COMPANY


 


 


RE:                              Sale of Shares of Common Stock of Aspyra, Inc.
(the “Company”) pursuant to the
Company’s Prospectus dated                      
(the “Prospectus”)


 


Ladies and Gentlemen:


 


The undersigned hereby
certifies, in connection with the sale of shares of Common Stock of the Company
included in the table of Selling Shareholders in the Prospectus, that the
undersigned has sold the shares pursuant to the Prospectus and in a manner
described under the caption  “Plan of Distribution” in the Prospectus and
that such sale complies with all applicable securities laws, including, without
limitation, the Prospectus delivery requirements of the Securities Act of 1933,
as amended.


 


Selling Shareholder (the beneficial owner):


Record Holder (e.g., if held in name of nominee):


Restricted Stock Certificate No.(s):


Number of Shares Sold:


Date of Sale:


 


In the event that you
receive a stock certificate(s) representing more shares of Common Stock than
have been sold by the undersigned, then you should return to the undersigned a
newly issued certificate for such excess shares in the name of the Record
Holder and BEARING A RESTRICTIVE LEGEND.
Further, you should place a stop transfer on your records with regard to such
certificate.


 


	
  Very truly yours,

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  



 


By:


Print Name: 


Title:


cc: