ex4_3.htm


    
      
        

      

    

    
      Exhibit
        4.3

      


      REGISTRATION
        RIGHTS
        AGREEMENT

      


      This
        Registration Rights Agreement (this “Agreement”) is made
        and entered into as of December ___, 2007, between uVuMobile, Inc., a Delaware
        corporation (the “Company”) and each
        of
        the several purchasers signatory hereto (each such purchaser, a “Purchaser”
and,
        collectively, the “Purchasers”).

      


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

      


      The
        Company and each Purchaser hereby agrees as follows:

      


      1.              Definitions

      


      Capitalized
        terms used and not
        otherwise defined herein that are defined in the Purchase Agreement shall
        have
        the meanings given such terms in the Purchase Agreement. As used in this
        Agreement, the following terms shall have the following meanings:

      


      “Advice”
shall
        have
        the meaning set forth in Section 6(d).

      


      “Effectiveness
        Date”
means, with respect to the Initial Registration Statement required
        to be filed
        hereunder, the 120th
        calendar day
        following the date hereof and with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the 120th
        calendar day
        following the date on which an additional Registration Statement is required
        to
        be filed hereunder; provided, however,
        that in the
        event the Company is notified by the Commission that one or more of the above
        Registration Statements will not be reviewed or is no longer subject to further
        review and comments, the Effectiveness Date as to such Registration Statement
        shall be the fifth Trading Day following the date on which the Company is
        so
        notified if such date precedes the dates otherwise required above.

      


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

      


      “Event”
shall
        have the
        meaning set forth in Section 2(b).

      


      “Event
        Date” shall
        have the meaning set forth in Section 2(b).

      


      “Filing
        Date” means,
        with respect to the Initial Registration Statement required hereunder, the
        45th
        calendar day
        following the date hereof and, with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the earliest
        practical date on which the Company is permitted by SEC Guidance to file
        such
        additional Registration Statement related to the Registrable
        Securities.


      
        
          
          

        

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

      


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

      


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

      


      “Initial
        Registration
        Statement” means the initial Registration Statement filed pursuant to
        this Agreement.

      


      “Initial
        Shares” means
        a number of Registrable Securities equal to the lesser of (i) the total number
        of Registrable Securities and (ii) one-third of the number of issued and
        outstanding shares of Common Stock that are held by non-affiliates of the
        Company on the day immediately prior to the filing date of the Initial
        Registration Statement.

      


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

      


      “Plan
        of Distribution”
shall have the meaning set forth in Section 2(a).

      


      “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 by the Commission pursuant to 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) all of the shares of Common Stock issuable upon
        conversion in full of the Debentures (assuming on the date of determination
        the
        Debentures are converted in full without regard to any conversion limitations
        therein), (ii)  all Warrant Shares (assuming on the date of
        determination the Warrants are exercised in full without regard to any exercise
        limitations therein), (iii) any additional shares of Common Stock issuable
        in
        connection with any anti-dilution provisions in the Debentures or the Warrants
        (in each case, without giving effect to any limitations on conversion set
        forth
        in the Debentures or limitations on exercise set forth in the Warrants) and
        (iv)
        any securities issued or issuable upon any stock split, dividend or other
        distribution,  recapitalization or similar event with respect to the
        foregoing.

      


      “Registration
        Statement” means the registration statement required to be filed
        hereunder and any additional registration statements contemplated by Section
        3(c), including (in each case) the Prospectus, amendments and supplements
        to
        such registration statement or Prospectus, including pre- and post-effective
        amendments, all exhibits thereto, and all material incorporated by reference
        or
        deemed to be incorporated by reference in such registration
        statement.


      
        
          
          

        

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

      


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

      


      “Selling
        Shareholder
        Questionnaire” shall have the meaning set forth in Section
        3(a).

      


      “SEC
        Guidance” means
        (i) any publicly-available written or oral guidance, comments, requirements
        or
        requests of the Commission staff and (ii) the Securities Act.

      


      2.              Shelf
        Registration

      


      (a)           On
        or prior to each Filing Date, the Company shall prepare and file with the
        Commission a Registration Statement covering the resale of all or such maximum
        portion of the Registrable Securities as permitted by SEC Guidance (provided
        that the Company shall use diligent efforts to advocate with the Commission
        for
        the registration of all of the Registrable Securities in accordance with
        the SEC
        Guidance, including without limitation, the Manual of Publicly Available
        Telephone Interpretations D.29) that are not then registered on an effective
        Registration Statement for an offering to be made on a continuous basis pursuant
        to Rule 415.  The Registration Statement shall be on Form S-3 (except
        if the Company is not then eligible to register for resale the Registrable
        Securities on Form S-3, in which case such registration shall be on another
        appropriate form in accordance herewith) and shall contain (unless otherwise
        directed by at least an 85% majority in interest of the Holders) substantially
        the “Plan of
        Distribution” attached hereto as Annex
        A.  Subject to the terms of this Agreement, the Company shall
        use its best efforts to cause a Registration Statement to be declared effective
        under the Securities Act as promptly as possible after the filing thereof,
        but
        in any event prior to the applicable Effectiveness Date, and shall use its
        best
        efforts to keep such Registration Statement continuously effective under
        the
        Securities Act until all Registrable Securities covered by such Registration
        Statement have been sold, or may be sold without volume restrictions pursuant
        to
        Rule 144(k), as determined by the counsel to the Company pursuant to a written
        opinion letter to such effect, addressed and acceptable to the Transfer Agent
        and the affected Holders (the “Effectiveness
        Period”).  The Company shall telephonically request
        effectiveness of a Registration Statement as of 5:00 p.m. New York City time
        on
        a Trading Day.   The Company shall immediately notify the Holders
        via facsimile or by e-mail of the effectiveness of a Registration Statement
        on
        the same Trading Day that the Company telephonically confirms effectiveness
        with
        the Commission, which shall be the date requested for effectiveness of such
        Registration Statement.  The Company shall, by 9:30 a.m. New York City
        time on the Trading Day after the effective date of such Registration Statement,
        file a final Prospectus with the Commission as required by Rule
        424.  Failure to so notify the Holder within 1 Trading Day of such
        notification of effectiveness or failure to file a final Prospectus as foresaid
        shall be deemed an Event under Section 2(b).  Notwithstanding any
        other provision of this Agreement and subject to the payment of liquidated
        damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation
        on
        the number of Registrable Securities permitted to be registered on a particular
        Registration Statement (and notwithstanding that the Company used diligent
        efforts to advocate with the Commission for the registration of all or a
        greater
        portion of Registrable Securities), unless otherwise directed in writing
        by a
        Holder as to its Registrable Securities, the number of Registrable Securities
        to
        be registered on such Registration Statement will first be reduced by
        Registrable Securities represented by Warrant Shares (applied, in the case
        that
        some Warrant Shares may be registered, to the Holders on a pro rata basis
        based
        on the total number of unregistered Warrant Shares held by such Holders),
        and
        second by Registrable Securities represented by Conversion Shares (applied,
        in
        the case that some Conversion Shares may be registered, to the Holders on
        a pro
        rata basis based on the total number of unregistered Conversion Shares held
        by
        such Holders).


      
        
          
          

        

        
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      (b)           If:
        (i) the Initial Registration Statement is not filed on or prior to its Filing
        Date (if the Company files the Initial Registration Statement without affording
        the Holders the opportunity to review and comment on the same as required
        by
        Section 3(a) herein, the Company shall be deemed to have not satisfied this
        clause (i)), or (ii) the Company fails to file with the Commission a request
        for
        acceleration of a Registration Statement in accordance with Rule 461 promulgated
        by the Commission pursuant to the Securities Act, within five Trading Days
        of
        the date that the Company is notified (orally or in writing, whichever is
        earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review, or (iii) prior to the
        effective date of a Registration Statement, the Company fails to file a
        pre-effective amendment and otherwise respond in writing to comments made
        by the
        Commission in respect of such Registration Statement within 20 calendar days
        after the receipt of comments by or notice from the Commission that such
        amendment is required in order for such Registration Statement to be declared
        effective, or (iv) as to, in the aggregate among all Holders on a pro-rata
        basis
        based on their purchase of the Securities pursuant to the Purchase Agreement,
        a
        Registration Statement registering for resale all of the Initial Shares is
        not
        declared effective by the Commission by the Effectiveness Date of the Initial
        Registration Statement, or (v) all of the Registrable Securities are not
        registered for resale pursuant to one or more effective Registration Statements
        on or before June 30, 2008, or (vi) after the effective date of a Registration
        Statement, such Registration Statement ceases for any reason to remain
        continuously effective as to all Registrable Securities included in such
        Registration Statement, or the Holders are otherwise not permitted to utilize
        the Prospectus therein to resell such Registrable Securities, for more than
        10
        consecutive calendar days or more than an aggregate of 15 calendar days (which
        need not be consecutive calendar days) during any 12-month period (any such
        failure or breach being referred to as an “Event”, and for
        purposes of clause (i), (iv) and (v) the date on which such Event occurs,
        and
        for purpose of clause (ii) the date on which such five Trading Day period
        is
        exceeded, and for purpose of clause (iii) the date which such 20 calendar
        day
        period is exceeded, and for purpose of clause (vi) the date on which such
        10 or
        15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then,
        in addition to any other rights the Holders may have hereunder or under
        applicable law, on each such Event Date and 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
        2.0% of the aggregate purchase price paid by such Holder pursuant to the
        Purchase Agreement for any unregistered Registrable Securities then held
        by such
        Holder.  The parties agree that the Company shall not be liable for
        liquidated damages under this Agreement with respect to any Warrants or Warrant
        Shares.  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 18% 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.


      
        
          
          

        

        
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      3.           Registration
        Procedures.

      


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

      


      (a)           Not
        less than 5 Trading Days prior to the filing of each Registration Statement
        and
        not less than one Trading Day prior to the filing of any related Prospectus
        or
        any amendment or supplement thereto (including any document that would be
        incorporated or deemed to be incorporated therein by reference), the Company
        shall (i) furnish to each Holder copies of all such documents proposed to
        be
        filed, which documents (other than those incorporated or deemed to be
        incorporated by reference) will be subject to the review of such Holders
        and
        (ii) cause its officers and directors, counsel and independent certified
        public
        accountants to respond to such inquiries as shall be necessary, in the
        reasonable opinion of respective counsel to each Holder, to conduct a reasonable
        investigation within the meaning of the Securities Act. The Company shall
        not
        file a Registration Statement or any such Prospectus or any amendments or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities shall reasonably object in good faith, provided that the Company
        is
        notified of such objection in writing no later than 5 Trading Days after
        the
        Holders have been so furnished copies of a Registration Statement or 1 Trading
        Day after the Holders have been so furnished copies of any related Prospectus
        or
        amendments or supplements thereto. Each Holder agrees to furnish to the Company
        a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling
        Shareholder
        Questionnaire”) not less than two Trading Days prior to the Filing Date
        or by the end of the fourth Trading Day following the date on which such
        Holder
        receives draft materials in accordance with this Section.

      


      (b)           (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the 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 (subject to the terms
        of this
        Agreement), 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 a Registration Statement or any amendment
        thereto and provide as promptly as reasonably possible to the Holders true
        and
        complete copies of all correspondence from and to the Commission relating
        to a
        Registration Statement (provided that the Company may excise any information
        contained therein which would constitute material non-public information
        as to
        any Holder which has not executed a confidentiality agreement with the Company);
        and (iv) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by a Registration Statement during the applicable period
        in
        accordance (subject to the terms of this Agreement) with the intended methods
        of
        disposition by the Holders thereof set forth in such Registration Statement
        as
        so amended or in such Prospectus as so supplemented.


      
        
          
          

        

        
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      (c)           If
        during the Effectiveness Period, the number of Registrable Securities at
        any
        time exceeds 100% of the number of shares of Common Stock then registered
        in a
        Registration Statement, then the Company shall file on or prior to the
        applicable Filing Date, an additional Registration Statement covering the
        resale
        by the Holders of not less than the number of such Registrable
        Securities.

      


      (d)           Notify
        the Holders of Registrable Securities to be sold (which notice shall, pursuant
        to clauses (iii) through (vi) hereof, be accompanied by an instruction to
        suspend the use of the Prospectus until the requisite changes have been made)
        as
        promptly as reasonably possible (and, in the case of (i)(A) below, not less
        than
        one Trading Day prior to such filing) and (if requested by any such Person)
        confirm such notice in writing no later than three Trading Days following
        the
        day (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; and (C) with respect to a 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 or any other
        federal or state governmental authority 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; (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 a 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 a Registration Statement, Prospectus or other
        documents so that, in the case of a 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; and (vi) of the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of a Registration
        Statement or Prospectus, provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided, further,
        that
        notwithstanding each Holder’s agreement to keep such information confidential,
        each such Holder makes no acknowledgement that any such information is material,
        non-public information.


      
        
          
          

        

        
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      (e)           Use
        its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of (i) any order stopping or 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.

      


      (f)           Furnish
        to each Holder, without charge, at least one conformed copy of each such
        Registration Statement and each amendment thereto, including financial
        statements and schedules, all documents incorporated or deemed to be
        incorporated therein by reference to the extent requested by such Person,
        and
        all exhibits to the extent requested by such Person (including those previously
        furnished or incorporated by reference) promptly after the filing of such
        documents with the Commission; provided, that any such item which is available
        on the EDGAR system need not be furnished in physical form.

      


      (g)           Subject
        to the terms of this Agreement, 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, except
        after
        the giving of any notice pursuant to Section 3(d).

      


      (h)          
        The Company shall cooperate with any broker-dealer through which a Holder
        proposes to resell its Registrable Securities in effecting a filing with
        the
        FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested
        by
        any such Holder, and the Company shall pay the filing fee required by such
        filing within 2 Business Days of request therefor.

      


      (i)           
        Prior to any resale of Registrable Securities by a Holder, use its commercially
        reasonable efforts to register or qualify or cooperate with the selling Holders
        in connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep each
        registration or qualification (or exemption therefrom) effective during the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by each Registration Statement; provided, that the Company
        shall not be required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any such jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction.


      
        
          
          

        

        
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      (j)         
          If requested by a Holder, cooperate with such Holders to facilitate
        the timely preparation and delivery of certificates representing Registrable
        Securities to be delivered to a transferee pursuant to a Registration Statement,
        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 Holder
        may
        request.

      


      (k)           Upon
        the occurrence of any event contemplated by Section 3(d), as promptly as
        reasonably possible under the circumstances taking into account the Company’s
        good faith assessment of any adverse consequences to the Company and its
        stockholders of the premature disclosure of such event, prepare a supplement
        or
        amendment, including a post-effective amendment, to a Registration Statement
        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, neither a Registration Statement nor such
        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. If the Company notifies the Holders in accordance with
        clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
        Prospectus until the requisite changes to such Prospectus have been made,
        then
        the Holders shall suspend use of such Prospectus.  The Company will
        use its best efforts to ensure that the use of the Prospectus may be resumed
        as
        promptly as is practicable.  The Company shall be entitled to exercise
        its right under this Section 3(k) to suspend the availability of a Registration
        Statement and Prospectus, subject to the payment of partial liquidated damages
        otherwise required pursuant to Section 2(b), for a period not to exceed 60
        calendar days (which need not be consecutive days) in any 12 month
        period.

      


      (l)          
         Comply with all applicable rules and regulations of the
        Commission.

      


      (m)        
         The Company may require each selling Holder to furnish to the Company a
        certified statement as to the number of shares of Common Stock beneficially
        owned by such Holder and, if required by the Commission, the natural persons
        thereof that have voting and dispositive control over the shares. During
        any
        periods that the Company is unable to meet its obligations hereunder with
        respect to the registration of the Registrable Securities solely because
        any
        Holder fails to furnish such information within three Trading Days of the
        Company’s request, any liquidated damages that are accruing at such time as to
        such Holder only shall be tolled and any Event that may otherwise occur solely
        because of such delay shall be suspended as to such Holder only, until such
        information is delivered to the Company.


      
        
          
          

        

        
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      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 of the Company’s counsel and auditors) (A)
        with respect to filings made with the Commission, (B) with respect to filings
        required to be made with any Trading Market on which the Common Stock is
        then
        listed for trading, (C) in compliance with applicable state securities or
        Blue
        Sky laws reasonably agreed to by the Company in writing (including, without
        limitation, fees and disbursements of counsel for the Company in connection
        with
        Blue Sky qualifications or exemptions of the Registrable Securities) and
        (D) if
        not previously paid by the Company in connection with an Issuer Filing, with
        respect to any filing that may be required to be made by any broker through
        which a Holder intends to make sales of Registrable Securities with the FINRA
        pursuant to NASD Rule 2710, so long as the broker is receiving no more than
        a
        customary brokerage commission in connection with such sale, (ii) printing
        expenses (including, without limitation, expenses of printing certificates
        for
        Registrable Securities), (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.  In no event shall the Company be responsible for any
        broker or similar commissions of any Holder or, except to the extent provided
        for in the Transaction Documents, any legal fees or other costs of the
        Holders.

      


      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,
        members, partners, agents, brokers (including brokers who offer and sell
        Registrable Securities as principal as a result of a pledge or any failure
        to
        perform under a margin call of Common Stock), investment advisors and employees
        (and any other Persons with a functionally equivalent role of a Person holding
        such titles, notwithstanding a lack of such title or any other title) 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, members, shareholders, partners, agents and employees (and any
        other
        Persons with a functionally equivalent role of a Person holding such titles,
        notwithstanding a lack of such title or any other title) 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 attorneys’ fees) and expenses (collectively,
“Losses”), as
        incurred, arising out of or relating to (1) any untrue or alleged untrue
        statement of a material fact contained in a 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
        supplement thereto, in light of the circumstances under which they were made)
        not misleading or (2) any violation or alleged violation by the Company of
        the
        Securities Act, the Exchange Act or any state securities law, or any rule
        or
        regulation thereunder, in connection with the performance of its obligations
        under this Agreement, except to the extent, but only to the extent, that
        (i)
        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 a
        Registration Statement, such Prospectus or in any amendment or supplement
        thereto (it being understood that the Holder has approved Annex A hereto
        for
        this purpose) or (ii) in the case of an occurrence of an event of the type
        specified in Section 3(d)(iii)-(vi), 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 the Advice contemplated in Section 6(d).  The Company shall notify
        the Holders promptly of the institution, threat or assertion of any Proceeding
        arising from or in connection with the transactions contemplated by this
        Agreement of which the Company is aware.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      (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, to the extent arising
        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
        or
        alleged untrue statement of a material fact contained in any Registration
        Statement, any 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 not misleading (i) to the extent, but only to the
        extent,
        that such untrue statement or omission is contained in any information so
        furnished in writing by such Holder to the Company specifically for inclusion
        in
        such Registration Statement or such Prospectus or (ii) to the extent that
        such
        information relates to 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 a Registration Statement (it being understood
        that the Holder has approved Annex A hereto for this purpose), such Prospectus
        or in any amendment or supplement thereto or (ii) in the case of an occurrence
        of an event of the type specified in Section 3(d)(iii)-(vi), 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 the Advice contemplated in Section 6(d). 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.


      
        
          
          

        

        
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      (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 have the right to 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 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 counsel to the
        Indemnified Party shall reasonably believe that a material 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 the reasonable fees and expenses
        of no
        more than one separate counsel 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 or delayed.  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.

      


      Subject
        to the terms of this Agreement, all reasonable 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; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such fees and expenses
        applicable to such actions for which such Indemnified Party is judicially
        determined to be not entitled to indemnification hereunder.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (d)           Contribution.
        If the
        indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
        Party or insufficient to hold an Indemnified Party harmless for any Losses,
        then
        each Indemnifying Party shall contribute to the amount paid or payable by
        such
        Indemnified Party, 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 this Agreement, any reasonable attorneys’ or other 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 net 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 respective
        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, shall 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 not assert
        or shall waive the defense that a remedy at law would be
        adequate.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      (b)           No
        Piggyback on
        Registrations; Prohibition on Filing Other Registration Statements.
        Except as set forth on Schedule 6(b)
        attached hereto, 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 any Registration Statements other than the Registrable
        Securities.  The Company shall not file any other registration
        statements until all Registrable Securities are registered pursuant to a
        Registration Statement that is declared effective by the Commission, provided
        that this Section 6(b) shall not prohibit the Company from filing amendments
        to
        registration statements filed prior to the date of this
        Agreement.   Prior to any reduction in the number of Registrable
        Securities included in a Registration Statement as described in the last
        sentence of Section 2(a) hereof, the Company hereby agrees to use its
        commercially reasonable best efforts to obtain waivers from the Persons listed
        on Schedule
        6(b) with respect to the rights of such Persons to include securities
        of
        the Company on a Registration Statement filed hereunder.

      


      (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 a Registration Statement.

      


      (d)           Discontinued
        Disposition.  By its acquisition of Registrable Securities,
        each Holder agrees that, upon receipt of a notice from the Company of the
        occurrence of any event of the kind described in Section 3(d)(iii) through
        (vi),
        such Holder will forthwith discontinue disposition of such Registrable
        Securities under a Registration Statement until it is advised in writing
        (the
“Advice”) by
        the Company that the use of the applicable Prospectus (as it may have been
        supplemented or amended) may be resumed.  The Company will use its
        best efforts to ensure that the use of the Prospectus may be resumed as promptly
        as is practicable.  The Company agrees and acknowledges that any
        periods during which the Holder is required to discontinue the disposition
        of
        the Registrable Securities hereunder shall be subject to the provisions of
        Section 2(b).

      


      (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 the Company’s stock option or
        other employee benefit plans, then the Company shall deliver to each Holder
        a
        written notice of such determination and, if within fifteen days after the
        date
        of the delivery 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; provided, however,
        that the
        Company shall not be required to register any Registrable Securities pursuant
        to
        this Section 6(e) that are eligible for resale pursuant to Rule 144(k)
        promulgated by the Commission pursuant to the Securities Act or that are
        the
        subject of a then effective Registration Statement.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      (f)           Amendments
        and
        Waivers. The provisions of this Agreement, including the provisions of
        this sentence, 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 a majority
        of the then outstanding Registrable Securities (including, for this purpose
        any
        Registrable Securities issuable upon exercise or conversion of any
        Security).  If a Registration Statement does not register all of the
        Registrable Securities pursuant to a waiver or amendment done in compliance
        with
        the previous sentence, then the number of Registrable Securities to be
        registered for each Holder shall be reduced pro rata among all Holders and
        each
        Holder shall have the right to designate which of its Registrable Securities
        shall be omitted from such Registration Statement. 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 a Holder or some Holders
        and that does not directly or indirectly affect the rights of other Holders
        may
        be given by such Holder or Holders of all of the Registrable Securities to
        which
        such waiver or consent relates; provided, however,
        that the
        provisions of this sentence may not be amended, modified, or supplemented
        except
        in accordance with the provisions of the first  sentence of this
        Section 6(f).

      


      (g)           Notices.
        Any and all
        notices or other communications or deliveries required or permitted to be
        provided hereunder shall be delivered as set forth in the Purchase
        Agreement.

      


      (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. The Company may not assign (except by merger)
        its
        rights or obligations hereunder without the prior written consent of all
        of the
        Holders of the then outstanding Registrable Securities. Each Holder may assign
        their respective rights hereunder in the manner and to the Persons as permitted
        under the Purchase Agreement.

      


      (i)           No
        Inconsistent
        Agreements. Neither the Company nor any of its Subsidiaries has entered,
        as of the date hereof, nor shall the Company or any of its Subsidiaries,
        on or
        after the date of this Agreement, enter into any agreement with respect to
        its
        securities, that would have the effect of impairing the rights granted to
        the
        Holders in this Agreement or otherwise conflicts with the provisions
        hereof.  Except as set forth on Schedule 6(i),
        neither the Company nor any of its Subsidiaries has previously entered into
        any
        agreement granting any registration rights with respect to any of its securities
        to any Person that have not been satisfied in full.

      


      (j)           Execution
        and
        Counterparts. This Agreement may be executed in two or more counterparts,
        all of which when taken together shall be considered one and the same agreement
        and shall become effective when counterparts have been signed by each party
        and
        delivered to the other party, it being understood that both parties need
        not
        sign the same counterpart.  In the event that any signature is
        delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
        data file, such signature shall create a valid and binding obligation of
        the
        party executing (or on whose behalf such signature is executed) with the
        same
        force and effect as if such facsimile or “.pdf” signature page were an original
        thereof.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      (k)           Governing
        Law.  All questions concerning the construction, validity,
        enforcement and interpretation of this Agreement shall be determined in
        accordance with the provisions of the Purchase Agreement.

      


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

      


      (m)           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 commercially 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.

      


      (n)           Headings.
        The
        headings in this Agreement are for convenience only, do not constitute a
        part of
        the Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      (o)           Independent
        Nature of
        Holders’ Obligations and Rights. The obligations of each Holder hereunder
        are several and not joint with the obligations of any other Holder hereunder,
        and no Holder shall be responsible in any way for the performance of the
        obligations of any other Holder hereunder. Nothing contained herein or in
        any
        other agreement or document delivered at any closing, and no action taken
        by any
        Holder pursuant hereto or thereto, shall be deemed to constitute the Holders
        as
        a partnership, an association, a joint venture or any other kind of entity,
        or
        create a presumption that the Holders are in any way acting in concert with
        respect to such obligations or the transactions contemplated by this Agreement.
        Each Holder shall be entitled to protect and enforce its rights, including
        without limitation the rights arising out of this Agreement, and it shall
        not be
        necessary for any other Holder to be joined as an additional party in any
        proceeding for such purpose.

      


      ********************


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


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

      


      
        	 	 UVUMOBILE,
                INC.
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:  William
                  J. Loughman

              
	 	 	
                Title:  Chief
                  Executive Officer

              


      

      


      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]



      
        
          
          

        

        
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      [SIGNATURE
        PAGE OF HOLDERS TO UVUM RRA]

      


      


      Name
        of
        Holder: __________________________

      


      Signature
        of Authorized Signatory of
        Holder: __________________________

      


      Name
        of
        Authorized Signatory: _________________________

      


      Title
        of
        Authorized Signatory: __________________________

      


      


      [SIGNATURE
        PAGES CONTINUE]


      
        
          
          

        

        
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      Annex
        A

      


      Plan
        of
        Distribution

      


      Each
        Selling Stockholder (the “Selling
        Stockholders”) of the common stock and any of their pledgees, assignees
        and successors-in-interest may, from time to time, sell any or all of their
        shares of common stock on the Over-the-Counter Bulletin Board or any other
        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.  A Selling Stockholder may use any one or more of the
        following methods when selling shares:

       

      
        	
                 

              	
                ·

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

              


      

       

      
        	
                 

              	
                ·

              	
                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;

              


      

       

      
        	
                 

              	
                ·

              	
                settlement
                  of short sales entered into after the effective date of the registration
                  statement of which this prospectus is a
                  part;

              


      

       

      
        	
                 

              	
                ·

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

              


      

       

      
        	
                 

              	
                ·

              	
                through
                  the writing or settlement of options or other hedging transactions,
                  whether through an options exchange or
                  otherwise;

              


      

       

      
        	
                 

              	
                ·

              	
                a
                  combination of any such methods of sale;
                  or

              


      

       

      
        	
                 

              	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        Selling Stockholders may also sell shares under Rule 144 under the Securities
        Act of 1933, as amended (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,
        but, except as set forth in a supplement to this Prospectus, in the case
        of an
        agency transaction not in excess of a customary brokerage commission in
        compliance with FINRA NASD Rule 2440; and in the case of a principal transaction
        a markup or markdown in compliance with NASD IM-2440.


      
        
          
          

        

        
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      In
        connection with the sale of the common stock or interests therein, the Selling
        Stockholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the common
        stock in the course of hedging the positions they assume.  The Selling
        Stockholders may also sell shares of the common stock short and deliver these
        securities to close out their short positions, or loan or pledge the common
        stock to broker-dealers that in turn may sell these securities.  The
        Selling Stockholders may also enter into option or other transactions with
        broker-dealers or other financial institutions or the creation of one or
        more
        derivative securities which require the delivery to such broker-dealer or
        other
        financial institution of shares offered by this prospectus, which shares
        such
        broker-dealer or other financial institution may resell pursuant to this
        prospectus (as supplemented or amended to reflect such
        transaction).

       

      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.  Each Selling
        Stockholder has informed the Company that it does not have any written or
        oral
        agreement or understanding, directly or indirectly, with any person to
        distribute the Common Stock. In no event shall any broker-dealer receive
        fees,
        commissions and markups which, in the aggregate, would exceed eight percent
        (8%).

       

      The
        Company is required to pay certain fees and expenses incurred by the Company
        incident to the registration of the shares.  The Company has agreed to
        indemnify the Selling Stockholders against certain losses, claims, damages
        and
        liabilities, including liabilities under the Securities Act.

       

      Because
        Selling Stockholders may be deemed to be “underwriters” within the meaning of
        the Securities Act, they will be subject to the prospectus delivery requirements
        of the Securities Act including Rule 172 thereunder.  In addition, any
        securities covered by this prospectus which qualify for sale pursuant to
        Rule
        144 under the Securities Act may be sold under Rule 144 rather than under
        this
        prospectus.  There is no underwriter or coordinating broker acting in
        connection with the proposed sale of the resale shares by the Selling
        Stockholders.

       

      We
        agreed
        to keep this prospectus effective until the earlier of (i) the date on which
        the
        shares may be resold by the Selling Stockholders without registration and
        without regard to any volume limitations by reason of Rule 144(k) under the
        Securities Act or any other rule of similar effect or (ii) all of the shares
        have been sold pursuant to this prospectus or Rule 144 under the Securities
        Act
        or any other rule of similar effect.  The resale shares will be sold
        only through registered or licensed brokers or dealers if required under
        applicable state securities laws. In addition, in certain states, the resale
        shares may not be sold unless they have been registered or qualified for
        sale in
        the applicable state or an exemption from the registration or qualification
        requirement is available and is complied with.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      Under
        applicable rules and regulations under the Exchange Act, any person engaged
        in
        the distribution of the resale shares may not simultaneously engage in market
        making activities with respect to the common stock for the applicable restricted
        period, as defined in Regulation M, prior to the commencement of the
        distribution.  In addition, the Selling Stockholders will be subject
        to applicable provisions of the Exchange Act and the rules and regulations
        thereunder, including Regulation M, which may limit the timing of purchases
        and
        sales of shares of the common stock by the Selling Stockholders or any other
        person.  We will make copies of this prospectus available to the
        Selling Stockholders and have informed them of the need to deliver a copy
        of
        this prospectus to each purchaser at or prior to the time of the sale (including
        by compliance with Rule 172 under the Securities Act).


      
        
          
          

        

        
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      Annex
        B

       

      UVUMOBILE,
        INC.

       

      Selling
        Securityholder Notice and
        Questionnaire

       

      The
        undersigned beneficial owner of common stock (the “Registrable
        Securities”) of uVuMobile, Inc., a Delaware corporation (the “Company”),
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”) a
        registration statement (the “Registration
        Statement”) for the registration and resale under Rule 415 of the
        Securities Act of 1933, as amended (the “Securities Act”), of
        the Registrable Securities, in accordance with the terms of the Registration
        Rights Agreement (the “Registration Rights
        Agreement”) to which this document is annexed.  A copy of the
        Registration Rights Agreement is available from the Company upon request
        at the
        address set forth below.  All capitalized terms not otherwise defined
        herein shall have the meanings ascribed thereto in the Registration Rights
        Agreement.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus.  Accordingly,
        holders and beneficial owners of Registrable Securities are advised to consult
        their own securities law counsel regarding the consequences of being named
        or
        not being named as a selling securityholder in the Registration Statement
        and
        the related prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the “Selling
        Securityholder”) of Registrable Securities hereby elects to include the
        Registrable Securities owned by it in the Registration
        Statement.


      
        
          
          

        

        
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      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 are
                    held:

                


        

         

        
          	
                   

                	 


        

        
 

        
          	
                   

                	
                  (c)

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

                


        

         

        
          	
                   

                	 


        

         

      

       

      2.  Address
        for Notices to
        Selling Securityholder:

       

      
        	 	 
	 	 
	 	 
	
                Telephone:

              	 
	
                Fax:

              	 
	
                Contact Person: 

              	 


      

      


      3.  Broker-Dealer
        Status:

       

      
        	
                 

              	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes   £                                           No   £

       

      
        	
                 

              	
                (b)

              	
                If
                  “yes” to Section 3(a), did you receive your Registrable Securities as
                  compensation for investment banking services to the
                  Company?

              


      

       

      Yes   £                                           No   £

       

      
        	
              	
                Note:

              	
                If
                  “no” to Section 3(b), the Commission’s staff has indicated that you should
                  be identified as an underwriter in the Registration
                  Statement.

              


      

       

      
        
          
          

        

        
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                (c)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

       

      Yes   £                                           No   £

       

      
        	
                 

              	
                (d)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  purchased
                  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   £                                           No   £

       

      
        	
              	
                Note:

              	
                If
                  “no” to Section 3(d), the Commission’s staff has indicated that you should
                  be identified as an underwriter in the Registration
                  Statement.

              


      

       

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

       

      Except
        as set forth below in this
        Item 4, the undersigned is not the beneficial or registered owner of any
        securities of the Company other than the securities issuable pursuant to
        the
        Purchase Agreement.

       

      
        	
                 

              	
                (a)

              	
                Type
                  and Amount of other securities beneficially owned by the Selling
                  Securityholder:

              


      

       

      
        	
                 

              	 


      

      
        	
                 

              	 


      

       


      
        
          
          

        

        
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      5.  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
        at any time while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in its answers to Items 1 through 5 and the inclusion of
        such
        information in the Registration Statement and the related prospectus and any amendments or supplements
        thereto.  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.

       

      
        	
                Date:

              	 	 	
                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:


      
        
          
          

        

        
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      REGISTRATION
        RIGHTS
        AGREEMENT

      


       

      Schedule
        6(b)

       

      300,000
        shares of Common Stock bearing a restrictive Rule 144 legend held by Alan
        L.
        Frank, Esq. and Alan L. Frank Law Associates, P.C., pursuant to a General
        Release and Settlement Agreement dated October 22, 2007.

       

       

      Schedule
        6(i)

       

      300,000
        shares of Common Stock bearing a restrictive Rule 144 legend held by Alan
        L.
        Frank, Esq. and Alan L. Frank Law Associates, P.C., pursuant to a General
        Release and Settlement Agreement dated October 22, 2007.

    

     

     

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