Form of Registration Rights Agreement



 Exhibit 10.2 
 EXECUTION COPY 
 REGISTRATION RIGHTS AGREEMENT 
 REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2007, by and among I-many, Inc., a Delaware
Corporation, with headquarters located at 399 Thornall Street, 12th Floor, Edison, New Jersey 08837 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the
“Buyers”). 
 WHEREAS: 
 A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject
to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer senior convertible notes (the “Notes”) which will, among other things, be convertible into shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock,” as converted, collectively, the “Conversion Shares”). 
 B. In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and applicable state securities laws. 
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows: 

1. Definitions. 
 Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 
 a. “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed. 
 b. “Closing Date” shall have the meaning set forth in the Securities
Purchase Agreement. 
 c. “Effective Date” means the date the Registration Statement has been declared effective by the SEC.

 d. “Effectiveness Deadline” means the earlier of: (i) the
ninetieth (90th) calendar day following the Closing Date; provided, that, if the SEC reviews and has written comments to the filed Registration
Statement that would require the filing of a pre-effective amendment thereto with the SEC, then the Effectiveness Date under this clause (i) shall be the one-hundred twentieth (120th) calendar day following the Closing Date, and (ii) the fifth (5th)








 
Trading Day following the date on which the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to
further review and comments. 
 e. “Filing Deadline” means the date which is thirty (30) calendar days after the
Closing Date. 
 f. “Investor” means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under
this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9. 
 g. “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. 
 h. “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in
compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC. 
 i. “Registrable Securities” means the Conversion Shares issued or issuable upon conversion of the Notes (including the shares of Common Stock issued and issuable as a Make-Whole Premium (as defined in
the Notes)) and (ii) any capital stock of the Company issued or issuable, with respect to the Notes or the Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on conversion and/or redemption of the Notes; provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (i) the date as of which the Investors
may sell all of the Registrable Securities covered by such Registration Statement without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction pursuant to Rule 144 (or any successor thereto) promulgated under the
1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement. 
 j. “Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable Securities. 
 k. “Required Holders” means the holders of at least a majority of the Registrable Securities. 
 l. “Required Registration Amount” means the sum of 100% of (i) the maximum number of Conversion Shares issued and issuable pursuant
to the Notes (including the maximum number of shares of Common Stock issued and issuable upon a Make-Whole Premium) as of the Trading Day (as defined in the Securities Purchase Agreement) immediately preceding the applicable date of determination,
subject to adjustment as provided in Section 2(e), without regard to any limitations on conversions of the Notes. 
  

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 m. “Rule 415” means Rule 415 promulgated under the 1933 Act or any successor rule
providing for offering securities on a continuous or delayed basis. 
 n. “SEC” means the United States Securities and
Exchange Commission. 
 2. Registration. 
 a. Mandatory Registration. The Company shall prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Registration Statement on Form S-3 covering the resale of
all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required
Holders, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount determined as of the date
the Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the
Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement. 
 b. Allocation of Registrable Securities. The initial number of Registrable Securities included in
any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration
Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee
shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to
any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by
such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. 
 c. Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte Roth & Zabel LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall
reasonably cooperate with each other in performing the Company’s obligations under this Agreement. 
  

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 d. Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of
the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the
Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the SEC. 
 e. Sufficient Number of Shares Registered. In the event the number
of shares available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the
Registrable Securities pursuant to Section 2(b), the Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the
Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the
necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. The calculation set forth in the
foregoing sentence shall be made without regard to any limitations on the conversion and/or redemption of the Notes and such calculation shall assume that the Notes are then convertible into shares of Common Stock at the then prevailing Conversion
Rate (as defined in the Notes). 
 f. Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If
(i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a
“Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the Effective Date sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including, without limitation,
because of a failure to keep such Registration Statement effective, or to disclose such information as is necessary for sales to be made pursuant to such Registration Statement) (a “Maintenance Failure”) then, as partial relief for
the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to
each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s
Registrable Securities not included in such Registration Statement, on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure;
(iv) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (v) on every thirtieth day after the day of an Effectiveness Failure
and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a 

  

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Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a
holder shall be entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third
Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate
of one and one half percent (1.5%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, the maximum aggregate Registration Delay Payments payable to an Investor under this Agreement shall be six percent
(6%) of the aggregate Purchase Price of such Investor’s Registrable Securities. 
 3. Related Obligations. 
 At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use
its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: 
 a. The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its reasonable
best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without the requirement to be in compliance with
Rule 144(c)(1) and otherwise without restriction pursuant to Rule 144 (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such
Registration Statement (the “Registration Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The
Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment
is required in order for a Registration Statement to be declared effective. 
 b. The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act,
as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the 

  

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intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-QSB, Form 10-K, Form 10-KSB or any analogous report under
the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. 
 c. The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and
supplements to all Registration Statements (except for Annual Reports on Form 10-K or Form 10-KSB, Quarterly Reports on Form 10-Q or Form 10-QSB, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days
prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any
correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits to the extent not available on Edgar and (iii) upon the effectiveness of any
Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to
this Section 3. 
 d. The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, to the extent not available on Edgar (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in
such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) to the extent not available on Edgar and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor. 
 e. The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those 

  

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jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain
the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any
such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose. 
 f. The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of
such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a
supplement or amendment to such Registration Statement to correct such untrue statement or omission and deliver such number of copies of such supplement or amendment to Legal Counsel and each Investor as Legal Counsel or such Investor may reasonably
request. The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

 g. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such
purpose. 
 h. If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter
or an Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the 

  

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Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an
opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. 
 i. If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor believes
that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by
the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed
necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and
shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or
order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall,
upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to
sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 
 j. The Company shall hold in
confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental
body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 
  

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 k. The Company shall use its reasonable best efforts either to (i) cause all of the Registrable
Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange or (ii) secure the inclusion for quotation of all of the Registrable Securities on The NASDAQ Global Market or (iii) if, despite the Company’s reasonable best efforts, the Company is unsuccessful in
satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Capital Market or the American Stock Exchange for such Registrable Securities and,
without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such
Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k). 
 l. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the
Investors may request. 
 m. If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number
of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by an
Investor holding any Registrable Securities. 
 n. The Company shall use its reasonable best efforts to cause the Registrable Securities
covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. 
 o. The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of
the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s
fiscal quarter next following the applicable Effective Date of a Registration Statement. 
 p. The Company shall otherwise use its reasonable
best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder. 
  

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 q. Within two (2) Business Days after a Registration Statement which covers Registrable Securities
is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in
such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A. 
 r. Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the
time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company (a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in
writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the
Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five
(365) day period such Grace Periods shall not exceed an aggregate of twenty (20) days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an
“Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and
include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any
sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled, except as otherwise limited
by law. 
 s. Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public
disclosure or filing with the SEC or any Principal Market (as defined in the Securities Purchase Agreement) or Eligible Market without such Investor’s consent and any Investor being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including the disclosure
found in the “Plan of Distribution” section attached hereto as Exhibit B in the Registration Statement; provided, further, that, in the event the SEC shall not permit a Registration Statement to be declared effective
without any applicable Investor being named as an underwriter, the Company shall be relieved from its obligations to register Registrable Securities hereunder but only to the extent of the inclusion of the applicable Registrable Securities which
requires such Investor to be named as an underwriter. 
  

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 4. Obligations of the Investors. 
 a. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in
writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request. 
 b. Each Investor, by such Investor’s acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of
such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. 
 c. Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or
receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled, except as otherwise limited by law. 
 d. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption
therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement. 
 5. Expenses of Registration.

 All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The
Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000 for each such
registration, filing or qualification. 
  

 11 








 6. Indemnification. 
 In the event any Registrable Securities are included in a Registration Statement under this Agreement: 
 a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls
any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before
any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a) and Section 7: (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or
delayed. Such 

  

 12 








 
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9. 
 b. In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any
of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified
Party, promptly as such expenses are incurred and are due and payable, for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. 
 c. Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or
Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to
in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified 

  

 13 








 
Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party
or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its
prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action. 
 d. The indemnification required by this Section 6 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 
 e. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law. 
 7. Contribution. 
 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration
Statement. 
  

 14 








 8. Reports Under the 1934 Act. 
 With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: 
 a. make and keep public information available, as those terms are understood and defined in and required by Rule 144; 
 b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such
reports and other documents is required for the applicable provisions of Rule 144; and 
 c. furnish to each Investor so long as such
Investor owns Registrable Securities, promptly upon request, such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration including, if required (i) a written
statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company. 
 9. Assignment of Registration Rights. 
 The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s
Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company
is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or
before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer
shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. 
 10. Amendment of Registration
Rights. 
 Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.
No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. 
  

 15 








 11. Miscellaneous. 
 a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities. 
 b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service for next day delivery, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such
communications shall be: 
  

					
	If to the Company:
		
		 	I-many, Inc.
		 	399 Thornall Street, 12th Floor
		 	Edison, New Jersey 08837
		 	Telephone:	 	(800) 832-0228
		 	Facsimile:	 	(207) 828-0492
		 	Attention:	 	Chief Financial Officer

  

 16 









					
	With a copy (for informational purposes only) to:
		
		 	I-many, Inc.
		 	511 Congress Street, 6th Floor
		 	Portland, ME 04101
		 	Telephone:	 	(207) 228-2135
		 	Facsimile:	 	(207) 828-0492
		 	Attention:	 	General Counsel
	
	And a copy (for informational purposes only) to:
		
		 	Wilmer Cutler Pickering Hale and Dorr LLP
		 	60 State Street
		 	Boston, Massachusetts 02109
		 	Telephone:	 	(617) 526-6624
		 	Facsimile:	 	(617) 526-5000
		 	Attention:	 	Jeffrey A. Stein, Esq.
	
	If to the Transfer Agent:
		
		 	American Stock Transfer & Trust Company
		 	59 Maiden Lane
		 	New York, NY 10038
		 	Telephone:	 	(718) 921-8262
		 	Facsimile:	 	(718) 921-8337
		 	Attention:	 	Donna Ansbro
	
	If to Legal Counsel:
		
		 	Schulte Roth & Zabel LLP
		 	919 Third Avenue
		 	New York, New York 10022
		 	Telephone:	 	(212) 756-2000
		 	Facsimile:	 	(212) 593-5955
		 	Attention:	 	Eleazer N. Klein, Esq.

 If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with
copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
  

 17 








 c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof. 
 d. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, 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 suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
 e. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s). 
 f. This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the
instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set 

  

 18 








 
forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all
prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. 
 g. Subject to the
requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. 
 h. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
 i. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. 
 j. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other
party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 
 k. All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders. 
 l. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party. 
 m. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 
 n. The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing
contained herein, and no action taken by any Investor pursuant hereto, 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 herein. 
 * * * * * * 
 [Signature Page Follows] 
  

 19 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	COMPANY:
	
	I-MANY, INC.
		
	By:	 	 /s/ John A. Rade 

	Name:	 	John A. Rade
	Title:	 	Chief Executive Officer


  

 20 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	HIGHBRIDGE INTERNATIONAL LLC
	By:	 	Highbridge Capital Management LLC Its Trading Manager
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 21 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	
	BUYERS:
	
	PORTSIDE GROWTH AND OPPORTUNITY FUND
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 22 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	PARCHE, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 23 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 24 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	TWIN OAKS QP, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 25 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	TWIN OAKS, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 26 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	GAGNON INVESTMENT ASSOCIATES LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 27 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	GAGNON INVESTMENT ASSOCIATES OFFSHORE LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 28 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	FALLEN ANGEL PARTNERSHIP
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 29 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	DARWIN PARTNERSHIP
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 30 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	IROQUOIS MASTER FUND LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 31 








 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYERS:
	
	CLARION CAPITAL CORPORATION
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

 32 








 SCHEDULE OF BUYERS 
  

							
	 Buyer
	  	 Buyer Address
 and Facsimile Number
	  	 Buyer’s Representative’s Address
and Facsimile
Number

	Highbridge International LLC	  	 c/o Highbridge Capital Management, LLC
 9
West 57th Street, 27th Floor
 New York, New York 10019
	  	
		  	 Attention:
  
 Facsimile:
 Telephone:
 Residence:
	  	 Ari J. Storch
 Adam J. Chill
 (212) 751-0755
 (212) 287-4720
 Cayman Islands
	  	 Schulte Roth & Zabel LLP
 919 Third Avenue

 New York, NY 10022
 Attn: Eleazer Klein, Esq.
 Facsimile: (212) 593-5955
 Telephone: (212) 756-2000

	Portside Growth & Opportunity Fund	  	 c/o Ramius Capital Group, L.L.C.
 666 Third
Avenue, 26th Floor
 New York, New York 10017
	  	
				
		  	 Attention:
  
 Facsimile:
  
 Telephone:
  
 Residence:
	  	 Jeffrey Smith
 Owen Littman
 (212) 201-4802
 (212) 845-7995
 (212) 845-7955
 (212) 201-4841
 Cayman Islands
	  	
			
	Parche, LLC	  	 c/o Ramius Capital Group, L.L.C.
 666 Third
Avenue, 26th Floor
 New York, New York 10017
	  	
				
		  	 Attention:
  
 Facsimile:
  
 Telephone:
  
 Residence:
	  	 Jeffrey Smith
 Owen Littman
 (212) 201-4802
 (212) 845-7995
 (212) 845-7955
 (212) 201-4841
 Delaware
	  	
			
	Starboard Value and Opportunity Master Fund Ltd.	  	 c/o Ramius Capital Group, L.L.C.
 666 Third
Avenue, 26th Floor
 New York, New York 10017
	  	
				
		  	 Attention:
  
 Facsimile:
  
 Telephone:
  
 Residence:
	  	 Jeffrey Smith
 Owen Littman
 (212) 201-4802
 (212) 845-7995
 (212) 845-7955
 (212) 201-4841
 Cayman Islands
	  	
			
	Twin Oaks QP, LP	  	 Twin Oaks Partners
 One Main Street, Suite
101
 Chatham, NJ 07928
	  	
		  	 Attention:
 Telephone:
 Facsimile:
 E-mail:
 Residence:
	  	 Robert F. Moriarty
 973-701-2170
 973-635-3440
 rfm@twinoakslp.com
 Delaware
	  	

  

 33 









					
	Twin Oaks, L.P.	  	 Twin Oaks Partners
 One Main Street, Suite
101
 Chatham, NJ 07928
 Attention: Robert F. Moriarty

Telephone: 973-701-2170
 Facsimile: 973-635-3440
 E-mail: rfm@twinoakslp.com
 Residence: Delaware
	  	
			
	Gagnon Investment Associates LLC	  	 Gagnon Securities
 1370 6th Avenue, 24th
Floor
 New York, NY 10019
 Attention: Susan Grant
 Telephone: 212-554-5000
 Facsimile 212-265-6417
 E-mail: susan@gagnonsec.com
 Residence: Delaware
	  	
			
	Gagnon Investment Associates Offshore Ltd.	  	 Gagnon Securities
 1370 6th Avenue, 24th
Floor
 New York, NY 10019
 Attention: Susan Grant
 Telephone: 212-554-5000
 Facsimile: 212-265-6417
 E-mailsusan@gagnonsec.com
 Residence: Cayman Islands
	  	
			
	Fallen Angel Partnership	  	 Gagnon Securities
 1370 6th Avenue, 24th
Floor
 New York, NY 10019
 Attention: Susan Grant
 Telephone: 212-554-5000
 Facsimile: 212-265-6417
 E-mailsusan@gagnonsec.com
 Residence: Delaware
	  	
			
	Darwin Partnership	  	 Gagnon Securities
 1370 6th Avenue, 24th
Floor
 New York, NY 10019
 Attention: Susan Grant
 Telephone: 212-554-5000
 Facsimile: 212-265-6417
 E-mailsusan@gagnonsec.com
 Residence: Delaware
	  	
			
	Iroquois Master Fund Ltd.	  	 c/o Iroquois Capital
 641 Lexington Avenue, 26th Floor

 New York, NY 10022
 Attention: Joshua Silverman
 Telephone: 212-974-3070
 Facsimile: 212-207-3452
 Email: jsilverman@icfund.com
 Residence: Cayman Islands
	  	
			
	Clarion Capital Corporation	  	 c/o Clarion Capital Corporation
 3690 Orange Place,
Suite 400
 Beachwood, OH 44122
 Attention: Morton A.
Cohen
 Telephone: 216-896-1260
 Facsimile:
216-896-1261
 Email: mort@clariongrp.com
 Residence: Delaware

	  	

  

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