Exhibit 10.12


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”)
is made and entered into as of November  29, 2004, by and among Kintera,
Inc., a Delaware corporation (the “Company”),
and the investors signatory hereto (each a “Investor”
and collectively, the “Investors”).


 


This Agreement is
made pursuant to the Securities Purchase Agreement, dated as of the date hereof
among the Company and the Investors (the “Purchase
Agreement”).


 


The Company and
the Investors hereby agree as follows:


 


1.                                       Definitions. 
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement will have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms have the
respective meanings set forth in this Section 1:


 


“California
Courts” means the state and federal courts sitting in San
Diego, California.


 


“Effective
Date” means the date that the Registration Statement filed
pursuant to Section 2(a) or 2(b) is first declared effective by the Commission.


 


“Effectiveness
Date” means (a) with respect to the initial Registration
Statement required to be filed under Section 2(a), the earlier of: (a)(i) the 90th
day following the Filing Date, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that the initial
Registration Statement will not be reviewed or is no longer subject to further
review and comments (provided,  however, that the period specified in this clause (a)(ii)
shall be automatically stayed if the declaration of effectiveness of the
Registration Statement is prohibited by the instruction to Item 9.01 of
Current Report on Form 8-K and for such additional period of time as the
Registration Statement does not meet the requirements of Rule 3-01(d) of
Regulation S-X (provided that such automatic stay shall expire on March 17, 2005)),
and (b) with respect to any additional Registration Statements that may be
required pursuant to Section 2(b), the earlier of (i) the 120th day
following (x) if such Registration Statement is required because the Commission
shall have notified the Company in writing that certain Registrable Securities
were not eligible for inclusion on a previously filed Registration Statement,
the date or time on which the Commission shall indicate as being the first date
or time that such Registrable Securities may then be included in a Registration
Statement, or (y) if such Registration Statement is required for a reason other
than as described in (x) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statement(s) is
required, and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such additional Registration
Statement will not be reviewed or is no longer subject to further review and
comments.


 


“Effectiveness
Period” has the meaning set forth in Section 2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” means (a) with respect to the initial Registration
Statement required to be filed under Section 2(a), the 30th day
following the Final Closing Date and (b) with respect to any additional
Registration Statements that may be required pursuant to Section 2(b), the 30th
day following (x) if such Registration Statement is required because the
Commission shall have notified the Company in writing that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration
Statement, the date or time on which the Commission shall indicate as being the
first date or time that such Registrable Securities may then be included in a
Registration Statement, or (y) if such Registration Statement is required for a
reason other than as described in (x) above, the date on which the Company
first knows, or reasonably should have known, that such additional Registration
Statement(s) is required.


 


“Holder”
or “Holders” means the holder or
holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” has the meaning set forth in Section 5(c).


 


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“Indemnifying
Party” has the meaning set forth in Section 5(c).


 


“Losses”
has the meaning set forth in Section 5(a).


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means: (i) the Shares and (ii) any securities
issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the Shares.


 


“Registration
Statement” means the initial registration statement required
to be filed in accordance with Section 2(a) and any additional registration
statement(s) required to be filed under Section 2(b), including (in each case)
the Prospectus, amendments and supplements to such registration statements or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference therein.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of Common Stock issued or issuable to the Investors pursuant
to the Purchase Agreement.


 


2.                                       Registration.


 


(a)                                  On
or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement on Form S-3 covering the resale of all
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415, on an appropriate form for such purpose.  Such
Registration Statement shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such
Registration Statement) the “Plan of Distribution” attached hereto as Annex
A.  The Company shall cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than its Effectiveness Date, and shall use its reasonable best efforts to
keep the Registration Statement continuously effective under the Securities Act
until the date which is the earlier of (i) five years after its Effective
Date, (ii) such time as all of the Registrable Securities covered by such Registration
Statement have been publicly sold by the Holders, or (iii) such time as all of
the Registrable Securities covered by such Registration Statement may be sold
by the Holders pursuant to Rule


 


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144(k)
as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent
and the affected Holders (the “Effectiveness Period”).


 


(b)                                 If
for any reason the Commission does not permit all of the Registrable Securities
to be included in the Registration Statement filed pursuant to Section 2(a), or
for any other reason any outstanding Registrable Securities are not then
covered by an effective Registration Statement, then the Company shall prepare
and file by the Filing Date for such Registration Statement, an additional
Registration Statement covering the resale of all Registrable Securities not
already covered by an existing and effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415, on an
appropriate form for such purpose.  Each such Registration Statement shall
contain (except if otherwise required pursuant to written comments received
from the Commission upon a review of such Registration Statement) the “Plan of
Distribution” attached hereto as Annex A.  The Company shall cause
each such Registration Statement to be declared effective under the Securities
Act as soon as possible but, in any event, by its Effectiveness Date, and shall
use its reasonable best efforts to keep such Registration Statement
continuously effective under the Securities Act during the entire Effectiveness
Period.


 


(c)                                  If:  (i) a
Registration Statement is not filed on or prior to its Filing Date (if the
Company files a Registration Statement without affording the Holders the
opportunity to review and comment on the same as required by Section 3(a)
hereof, the Company shall not be deemed to have satisfied this clause (i)), or
(ii) a Registration Statement is not declared effective by the Commission on or
prior to its required Effectiveness Date, or (iii) after its Effective Date,
without regard for the reason thereunder or efforts therefore, such
Registration Statement ceases for any reason to be effective and/or available
to the Holders as to all Registrable Securities to which it is required to
cover at any time prior to the expiration of its Effectiveness Period for more
than an aggregate of 20 Trading Days (which need not be consecutive) (any such
failure or breach being referred to as an “Event,” and for purposes of clauses
(i) or (ii) the date on which such Event occurs, or for purposes of clause
(iii) the date which such 20 Trading Day-period is exceeded, being referred to
as “Event Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law: (x) on each such Event Date the Company
shall pay to each Holder an amount in cash, as partial liquidated damages and
not as a penalty, equal to 1.0% (subject to reduction as provided in the
following sentence) of the aggregate Investment Amount paid by such Holder for
Shares pursuant to the Purchase Agreement; and (y) on each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty,
equal to 1.0% (subject to reduction as provided in the following sentence) of
the aggregate Investment Amount paid by such Holder for Shares pursuant to the
Purchase Agreement.  If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven days after the date
payable, the Company will pay interest thereon at a rate of 10% per annum (or
such lesser maximum amount that is permitted to be paid by applicable law) to
the Holder, accruing daily from the date such partial liquidated damages are
due until such amounts, plus all such interest thereon, are paid in full. 
The partial liquidated damages pursuant to the terms hereof shall apply on a
daily pro-rata basis for any portion of a month prior to the cure of an Event,
except in the case of the first Event Date.


 


(d)                                 Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder Questionnaire”).  The Company shall not
be required to include the Registrable Securities of a Holder in a Registration
Statement and shall not be required to pay any liquidated or other damages
under Section 2(c) to any Holder who fails to furnish to the Company a fully
completed Selling Holder Questionnaire at least two Trading Days prior to the
Filing Date (subject to the requirements set forth in Section 3(a)).


 


3.                                       Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


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(a)                                  Not
less than four Trading Days prior to the filing of a Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to each Holder copies of the “Selling Stockholders” section of
such document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which documents will be subject to the
review of such Holder.  The Company shall not file a Registration
Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from
a Holder in its Selling Holder Questionnaire (as amended or supplemented).


 


(b)                                 (i) Prepare
and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so supplemented
or amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect
to each Registration Statement or any amendment thereto and, as promptly as
reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration
Statement that would not result in the disclosure to the Holders of material
and non-public information concerning the Company; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange
Act with respect to the Registration Statements and the disposition of all
Registrable Securities covered by each Registration Statement.


 


(c)                                  Notify
the Holders as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than three Trading Days prior to such filing) and, if requested
by any such Person confirm such notice in writing (i)(A) when a Prospectus or
any Prospectus supplement or post-effective amendment to a Registration
Statement is proposed to be filed; (B) when the Commission notifies the Company
whether there will be a “review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement (the Company
shall provide true and complete copies thereof and all written responses
thereto to each of the Holders that pertain to each such Holder as a selling Holder
or to the Plan of Distribution, but not information which the Company believes
would constitute material and non-public information); and (C) with respect to
each Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of 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 Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any 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.


 


(d)                                 Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.


 


(e)                                  Furnish
to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the
extent requested by such Person (including those previously furnished) promptly
after the filing of such documents with the Commission.


 


(f)                                    Promptly
deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may


 


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reasonably
request.  The Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.


 


(g)                                 Prior
to any public offering of Registrable Securities, to register or qualify or
cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of all jurisdictions within the United States, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statements.


 


(h)                                 Cooperate
with the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to
the Registration Statements, which certificates shall be free, to the extent
permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such
names as any such Holders may request.


 


(i)                                     Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the affected Registration Statements or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, no Registration Statement nor any Prospectus
will 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.


 


4.                                       Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing sentence
shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing
prospectuses if the printing of prospectuses is reasonably requested by the
holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement.  In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expense
of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.


 


5.                                       Indemnification.


 


(a)                                  Indemnification
by the Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, investment advisors, partners, members and employees of each
of them, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and reasonable attorneys’ fees) and expenses
(collectively, “Losses”) (Losses
shall not include any diminution in value of the Registrable Securities), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus or
any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in light of the circumstances under which
they


 


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were
made) not misleading, except to the extent, but only to the extent, that (1)
such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for
use therein, or to the extent that such information relates to such Holder or
such Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in
any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (2) in the case of an occurrence
of an event of the type specified in Section 3(c)(ii)-(v), the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of an Advice or an amended or supplemented
Prospectus, but only if and to the extent that following the receipt of the
Advice or the amended or supplemented Prospectus the misstatement or omission
giving rise to such Loss would have been corrected.  The Company shall
notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions contemplated
by this Agreement.


 


(b)                                 Indemnification
by Holders.  Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising solely out of or based solely
upon: (x) such Holder’s failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading to the
extent, but only to the extent that, (1) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that
such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (2) in the case of an occurrence of an event of the type specified
in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
an Advice or an amended or supplemented Prospectus, but only if and to the
extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have
been corrected.  In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.


 


(c)                                   Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced
the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such fees
and expenses; (2) the Indemnifying Party shall have failed promptly to assume
the defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel


 


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shall
be at the expense of the Indemnifying Party).  The Indemnifying Party
shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld.  No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


 


All fees and
expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid
to the Indemnified Party, as incurred, within ten Trading Days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


 


(d)                                  Contribution. 
If a claim for indemnification under Section 5(a) or 5(b) 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 such Losses, 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 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 shall be deemed to include, subject to the
limitations set forth in Section 5(c), 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.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to in the 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 the amount by which the proceeds actually
received by such Holder from the sale of the Registrable Securities subject to
the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


 


The indemnity and
contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.


 


6.                                       Miscellaneous.


 


(a)                                  Remedies. 
In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


 


(b)                                 No
Piggyback on Registrations.  Except as and to the extent specified in
the Purchase Agreement, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include
securities of the Company in a Registration Statement other than the
Registrable Securities, and the Company shall not prior to the Effective Date
enter into any agreement providing any such right to any of its security
holders.


 


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(c)                                  Compliance. 
Each Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.


 


(d)                                 Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may  be resumed,
and, in either case, has received copies of any additional or supplemental
filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement.  The Company may provide appropriate
stop orders to enforce the provisions of this paragraph.


 


(e)                                  Piggy-Back
Registrations.  If at any time during the Effectiveness Period there
is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of
such determination and, if within fifteen days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.


 


(f)                                    Amendments
and Waivers.  The provisions of this Agreement, including the
provisions of this Section 6(f), may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of no less than a majority in interest of the then outstanding
Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates.


 


(g)                                 Notices. 
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via email, (b) the date of transmission, if such
notice or communication is delivered via facsimile (provided the sender
receives a machine-generated confirmation of successful transmission and
reasonably promptly following such transmission sends such notice or
communication via U.S. mail or overnight courier) at the facsimile number
specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or
(d) upon actual receipt by the party to whom such notice is required to be
given.  The address for such notices and communications shall be as
follows:


 


	
  If to the Company:

  	
  Kintera, Inc.

  
	
   

  	
  9605 Scranton Road,
  Suite 240

  
	
   

  	
  San Diego, California
  92121

  
	
   

  	
  Attn: Chief Financial
  Officer

  
	
   

  	
  Facsimile: (858)
  795-3010

  
	
   

  	
   

  
	
  With a copy to:

  	
  Morrison & Foerster
  LLP

  
	
   

  	
  3811 Valley Centre
  Drive, Suite 500

  
	
   

  	
  San Diego, CA 92130

  
	
   

  	
  Facsimile No.: 
  (858) 720-5125

  
	
   

  	
  Attention:  Scott
  Stanton, Esq.

  



 


8





















 


	
  If to an Investor:

  	
  To the address set
  forth under such Investor’s name on the signature pages hereto.

  
	
   

  	
   

  
	
  If to any other Person
  who is then the registered Holder:

  
	
   

  	
   

  
	
   

  	
  To the address of such
  Holder as it appears in the stock transfer books of the Company

  
			



 


or such other
address as may be designated in writing hereafter, in the same manner, by such
Person.


 


(h)                                 Successors
and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  Other than in connection with
a merger, consolidation, sale of all or substantially all of the Company’s
assets or other similar change in control transaction, the Company may not
assign its rights or obligations hereunder without the prior written consent of
each Holder.  Each Holder may assign their respective rights hereunder in
the manner and to the Persons as permitted under the Purchase Agreement.


 


(i)                                     Execution
and Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.


 


(j)                                     Governing
Law.  All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of California,
without regard to the principles of conflicts of law thereof.  Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) will
be commenced in the California Courts.  Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the California Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any California Court, or that such
Proceeding has been commenced in an improper or inconvenient forum.  Each
party hereto hereby irrevocably waives personal service of process and consents
to process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any
Proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.  If either party shall commence a Proceeding to enforce
any provisions of this Agreement, then the prevailing party in such Proceeding
shall be reimbursed by the other party for its attorney’s fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such Proceeding.


 


(k)                                  Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.


 


(l)                                     Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


9





















 


(m)                               Headings. 
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


 


(n)                                 Independent
Nature of Investors’ Obligations and Rights.  The obligations of each
Investor under this Agreement are several and not joint with the obligations of
each other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this
Agreement.  The Company’s obligations to each Investor under this Agreement
are identical to its obligations to each other Investor other than such
differences resulting solely from the number of Shares purchased by each
Investor, but regardless of whether such obligations are memorialized herein or
in another agreement between the Company and an Investor.  Nothing
contained herein or in the Purchase Agreement, and no action taken by any
Investor pursuant thereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by
this Agreement or the Purchase Agreement.  Each Investor acknowledges that
no other Investor will be acting as agent of such Investor in enforcing its
rights under this Agreement.  Each Investor shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Investor to be joined as an additional party in any Proceeding for such
purpose.  The Company acknowledges that each of the Investors has been
provided with the same Registration Rights Agreement for the purpose of closing
a transaction with multiple Investors and not because it was required or
requested to do so by any Investor.


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW]


 


10





















 


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


 


	
   

  	
  KINTERA,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF INVESTORS TO FOLLOW]


 


11





















 


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


 


	
   

  	
  NAME
  OF INVESTING ENTITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED
  SIGNATORY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ADDRESS
  FOR NOTICE

  
	
   

  	
   

  
	
   

  	
  c/o:

  	
   

  
	
   

  	
   

  
	
   

  	
  Street:

  	
   

  
	
   

  	
   

  
	
   

  	
  City/State/Zip:

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel:

  	
   

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  
	
   

  	
  Email:

  	
   

  
						



 


12





















 


Annex A


 


Plan
of Distribution


 


The Selling
Stockholders and any of their pledgees, donees, transferees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions.  These sales may be at fixed
or negotiated prices.  The Selling Stockholders may use any one or more of
the following methods when selling shares:


 


•                                        ordinary brokerage transactions and transactions in
which the broker-dealer solicits investors;


 


•                                          block trades in which the broker-dealer will attempt
to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;


 


•                                        purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;


 


•                                        an exchange distribution in accordance with the rules
of the applicable exchange;


 


•                                        privately negotiated transactions;


 


•                                        to cover short sales made after the date that this
Registration Statement is declared effective by the Commission;


 


•                                        broker-dealers may agree with the Selling Stockholders
to sell a specified number of such shares at a stipulated price per share;


 


•                                        a combination of any such methods of sale; and


 


•                                        any other method permitted pursuant to applicable law.


 


The Selling
Stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or discounts
from the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated.  The
Selling Stockholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.


 


The Selling
Stockholders may from time to time pledge or grant a security interest in some
or all of the Shares owned by them and, if they default in the performance of
their secured obligations, the pledgees or secured parties may offer and sell
shares of Common Stock from time to time under this prospectus, or under an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933 amending the list of selling stockholders to
include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus.


 


Upon the Company
being notified in writing by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Common
Stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to
this prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of Common Stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In
addition, upon the Company being notified in writing by a Selling Stockholder
that a donee or


 


13





















 


pledgee
intends to sell more than 500 shares of Common Stock, a supplement to this
prospectus will be filed if then required in accordance with applicable
securities law.


 


The Selling
Stockholders also may transfer the shares of Common Stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.


 


The Selling
Stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales.  In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.  Discounts, concessions, commissions
and similar selling expenses, if any, that can be attributed to the sale of
Securities will be paid by the Selling Stockholder and/or the purchasers. 
Each Selling Stockholder has represented and warranted to the Company that it
acquired the securities subject to this registration statement in the ordinary
course of such Selling Stockholder’s business and, at the time of its purchase
of such securities such Selling Stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute any such
securities.


 


The Company has
advised each Selling Stockholder that it may not use shares registered on this
Registration Statement to cover short sales of Common Stock made prior to the
date on which this Registration Statement shall have been declared effective by
the Commission.  If a Selling Stockholder uses this prospectus for any
sale of the Common Stock, it will be subject to the prospectus delivery
requirements of the Securities Act.  The Selling Stockholders will be
responsible to comply with the applicable provisions of the Securities Act and
Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, Regulation M, as applicable to such Selling Stockholders in
connection with resales of their respective shares under this Registration
Statement.


 


The Company is
required to pay all fees and expenses incident to the registration of the
shares, but the Company will not receive any proceeds from the sale of the
Common Stock.  The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.


 


14





















 


Annex B


 


KINTERA,
INC.


 


Selling
Securityholder Notice and Questionnaire


 


The undersigned
beneficial owner of common stock (the “Common
Stock”), of Kintera, Inc. (the “Company”)
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”)
a Registration Statement for the registration and resale of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement,
dated as of [  ], 2004 (the “Registration
Rights Agreement”), among the Company and the Investors named
therein.  A copy of the Registration Rights Agreement is available from
the Company upon request at the address set forth below.  All capitalized
terms used and not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


The undersigned
hereby provides the following information to the Company and represents and
warrants that such information is accurate:


 


QUESTIONNAIRE


 


	
  1.

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Full Legal Name
  of Selling Securityholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal Name
  of Registered Holder (if not the same as (a) above) through which Registrable
  Securities Listed in Item 3 below are held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal Name
  of Natural Control Person (which means a natural person who directly you
  indirectly alone or with others has power to vote or dispose of the
  securities covered by the questionnaire):

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Address
  for Notices to Selling Securityholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  	
  Contact Person:

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Beneficial
  Ownership of Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type and
  Principal Amount of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Material
  Relationships.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Other than your acquisition of Registrable Shares, did you acquire over
  the last three years any additional shares of the Company’s equity securities
  in transactions that did not involve open market purchases?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If the answer to question 4(a) is “Yes”, then please describe briefly
  each instance in which you acquired such additional shares of the Company’s
  equity securities over the last three year period.

  



 


15





















 


	
  5.

  	
   

  	
  Sole/Shared
  Voting and Dispositive Power

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Do you file periodic reports under the Securities Act of 1934, as
  amended?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If the answer to Question 5(a) is “Yes”, then please provide the full
  legal name of each natural person who exercises the sole or shared voting and
  dispositive power with respect to the Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Broker
  Dealer Status:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Are you a registered
  broker-dealer?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  Note:

  	
  If yes, the
  Commission’s staff has indicated that you should be identified as an
  underwriter in the Registration Statement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If the answer to
  Question 6(a) is “Yes”, do you certify that you bought the Registrable
  Securities as an investment, and not as compensation for investment banking
  services?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Are you an
  affiliate of a registered broker-dealer?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  If you are an
  affiliate of a registered broker-dealer, do you certify that you bought the
  Registrable Securities in the ordinary course of business, and at the time of
  the purchase of the Registrable Securities to be resold, you had no
  agreements or understandings, directly or indirectly, with any person to
  distribute the Registrable Securities?

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o     No  o

  
	
   

  	
   

  	
   

  
	
   

  	
  Note:

  	
  If no, the
  Commission’s staff has indicated that you should be identified as an
  underwriter in the Registration Statement.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Beneficial
  Ownership of Other Securities of the Company Owned by the Selling
  Securityholder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this
  Item 7, the undersigned is not the beneficial or registered owner of any
  securities of the Company other than the Registrable Securities listed above
  in Item 3.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type and Amount
  of Other Securities beneficially owned by the Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Relationships
  with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except
  as set forth below, neither the undersigned nor any of its affiliates,
  officers, directors or principal equity holders (owners of 5% of more of the
  equity securities of the undersigned) 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:

  



 


The undersigned agrees to promptly notify the Company
of any inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof and prior to the Effective Date for the
Registration Statement.


 


By signing below, the undersigned consents to the
disclosure of the information contained herein in its answers to Items 1
through 8 and the inclusion of such information in the Registration Statement
and the related prospectus.


 


16





















 


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.


 


IN WITNESS WHEREOF the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  	
  Beneficial Owner:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


Morrison & Foerster LLP


3811 Valley Centre Drive,
Suite 500


San Diego, CA 92130


Attention: Scott Stanton,
Esq.


Facsimile No.: (858)
720-5125


 


17