EXHIBIT 10.2


REGISTRATION RIGHTS AGREEMENT


          This
Registration Rights Agreement (this “Agreement”) is made and entered
into as of November 1, 2011, between Rodman & Renshaw Capital Group, 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 90th calendar day following the date
 hereof (or, in the event of a “full review” by the Commission, the 120th
 calendar day following the date hereof) and with respect to any additional Registration
 Statements which may be required pursuant to Section 2(c) or Section 3(c),
 the 90th calendar day following the date on which an additional
 Registration Statement is required to be filed hereunder (or, in the event of
 a “full review” by the Commission, the 120th calendar day
 following the date such 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, provided, further, if such Effectiveness Date falls on a day that is
 not a Trading Day, then the Effectiveness Date shall be the next succeeding
 Trading Day.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 













	
  

 	
  

 
	
  

 	
           “Filing
 Date” means, with respect to the Initial Registration Statement required
 hereunder, the 30th calendar day following the date hereof and,
 with respect to any additional Registration Statements which may be required
 pursuant to Section 2(c) or 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.

 
	
  

 	
  

 
	
  

 	
           “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.

 
	
  

 	
  

 
	
  

 	
           “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, as of any date of determination, (a) all Conversion
 Shares (assuming on such date the Debentures are converted in full without
 regard to any conversion limitations therein), (b) all Warrant Shares
 (assuming on such date the Warrants are exercised in full without regard to
 any exercise or issuance limitations therein, including, without limitation,
 the issuance limit set forth in Section 2(f) of the Series B Warrants) and
 (c) any securities issued or then issuable upon any stock split, dividend or
 other distribution, recapitalization or similar event with respect to the
 foregoing; provided, however, that any such Registrable
 Securities shall cease to be Registrable Securities (and the Company shall
 not be required to maintain the effectiveness of any, or file another,
 Registration Statement hereunder with respect thereto) for so long as (a) a
 Registration Statement with respect to the sale of such Registrable
 Securities is declared effective by the Commission under the Securities Act
 and such 

 


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 Registrable Securities have been disposed of by the Holder in
 accordance with such effective Registration Statement, (b) such Registrable
 Securities have been previously sold in accordance with Rule 144, or (c) such
 securities become eligible for resale without volume or manner-of-sale
 restrictions and without the requirement for the Company to be in compliance
 with the current public information requirements pursuant to Rule 144 as set
 forth in a written opinion letter to such effect, addressed, delivered and
 acceptable to the Transfer Agent and the affected Holders (assuming that such
 securities and any securities issuable upon exercise, conversion or exchange
 of which, or as a dividend upon which, such securities were issued or are
 issuable, were at no time held by any Affiliate of the Company and all
 Warrants are exercised by “cashless exercise” as provided in Section 2(c) of
 each of the Warrants), as reasonably determined by the Company, upon the
 advice of counsel to the Company.

 
	
  

 	
  

 
	
  

 	
           “Registration
 Statement” means any registration statement required to be filed
 hereunder pursuant to Section 2(a) and any additional registration statements
 contemplated by Section 2(c) or Section 3(c), including (in each case) the
 Prospectus, amendments and supplements to any 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 any such registration statement.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           “SEC
 Guidance” means (i) any publicly-available written or oral guidance of
 the Commission staff, or any 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 of the
 Registrable Securities that are not then registered on an effective
 Registration Statement for an offering to be made on a continuous basis
 pursuant to Rule 415. Each Registration Statement filed hereunder shall be on
 Form S-3 (except if the 

 


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 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, subject to the provisions of Section
 2(e)) and shall contain (unless otherwise directed by at least 85% 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 commercially reasonable efforts to cause a
 Registration Statement filed under this Agreement (including, without
 limitation, under Section 3(c)) to be declared effective under the Securities
 Act as promptly as possible after the filing thereof, but in any event no
 later than the applicable Effectiveness Date, and shall use its commercially
 reasonable efforts to keep such Registration Statement continuously effective
 under the Securities Act until all Registrable Securities covered by such
 Registration Statement (i) have been sold, thereunder or pursuant to Rule
 144, or (ii) may be sold without volume or manner-of-sale restrictions
 pursuant to Rule 144 and without the requirement for the Company to be in
 compliance with the current public information requirement under Rule 144, 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. Eastern 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 confirms (telephonically
 or otherwise) effectiveness with the Commission, which shall be the date
 requested for effectiveness of such Registration Statement. The Company
 shall, by 8:30 a.m. Eastern Time on the Trading Day after the effective date
 of such Registration Statement, file a final Prospectus with the Commission
 as in accordance with Rule 424(b) (whether or not such a prospectus is
 technically required by such rule). Failure to so notify the Holder within
 one (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(d).

 
	
  

 	
  

 
	
  

 	
           (b)
 Notwithstanding the registration obligations set forth in Section 2(a), if
 the Commission informs the Company that all of the Registrable Securities
 cannot, as a result of the application of Rule 415, be registered for resale
 as a secondary offering on a single registration statement, the Company
 agrees to promptly inform each of the Holders thereof and use its
 commercially reasonable efforts to file amendments to the Initial
 Registration Statement as required by the Commission, covering the maximum
 number of Registrable Securities permitted to be registered by the
 Commission, on Form S-3 or such other form available to register for resale
 the Registrable Securities as a secondary offering, subject to the provisions
 of Section 2(e); provided, however, that prior to filing such
 amendment, the Company shall be obligated to 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, Compliance
 and Disclosure Interpretation 612.09. 

 


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           (c)
 Notwithstanding any other provision of this Agreement and subject to the
 payment of partial damages pursuant to Section 2(d), if the Commission or any
 SEC Guidance sets forth a limitation on the number of Registrable Securities
 permitted to be registered on a particular Registration Statement as a
 secondary offering (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
 be reduced as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 First, the Company shall reduce or
 eliminate any securities to be included by any Person other than a Holder; 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Second, the Company shall reduce
 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 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Third, the Company shall reduce 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). 

 
	
  

 	
  

 
	
  

 	
 In the event of a cutback hereunder, the
 Company shall give the Holder at least five (5) Trading Days prior written
 notice along with the calculations as to such Holder’s allotment. In the
 event the Company amends the Initial Registration Statement in accordance
 with the foregoing, the Company will use its commercially reasonable efforts
 to file with the Commission, as promptly as allowed by Commission or SEC
 Guidance provided to the Company or to registrants of securities in general,
 one or more registration statements on Form S-3 or such other form available
 to register for resale those Registrable Securities that were not registered
 for resale on the Initial Registration Statement, as amended. No Holder shall
 be named as an “underwriter” in any Registration Statement without such
 Holder’s prior written consent; provided that if the Commission requires a
 Holder to be named as an “underwriter” in a Registration Statement and such
 Holder refuses to so consent to being so named as an “underwriter” in such
 Registration Statement then such Holder may, at the discretion of the
 Company, have its Registrable Securities removed from such Registration
 Statement.

 
	
  

 	
  

 
	
  

 	
           (d) 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 

 


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 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 fifteen (15) 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) a Registration
 Statement registering for resale all of the Registrable Securities is not
 declared effective by the Commission by the Effectiveness Date of the Initial
 Registration Statement, or (v) 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
 fifteen (15) consecutive calendar days or more than an aggregate of thirty
 (30) calendar days (which need not be consecutive calendar days) during any
 12-month period, or (vi) after the six month anniversary of the date hereof,
 and only in the event a Registration Statement is not effective for any
 reason or the prospectus contained therein is not available for use for any
 reason, the Company fails to file with the Commission any required reports under
 Section 13 or 15(d) of the Exchange Act such that it is not in compliance
 with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (any such failure or
 breach being referred to as an “Event”,
 and for purposes of clauses (i), (iv) and (vi), the date on which such Event
 occurs, and for purpose of clause (ii) the date on which such five (5)
 Trading Day period is exceeded, and for purpose of clause (iii) the date
 which such fifteen (15) calendar day period is exceeded, and for purpose of
 clause (v) the date on which such fifteen (15) or thirty (30) 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 damages and not as a penalty, equal to
 the product of (1) the product of (A) 0.5% multiplied by (B) the quotient of
 (I) the number of such Holder’s Registrable Securities that are not then
 covered by a Registration Statement that is then effective and available for
 use by such Holder divided by (II) the total number of such Holder’s
 Registrable Securities multiplied by (2) the aggregate purchase price paid by
 such Holder pursuant to the Purchase Agreement; provided, however,
 that, in the event that none of such Holder’s Registrable Securities are then
 covered by a Registration Statement that is effective and available for use
 by such Holder, the quotient of (I) divided by (II) in clause (1)(B) herein
 shall be deemed to equal 1. The parties agree that the maximum aggregate
 partial damages payable to a Holder under this Agreement shall be 6% of the
 aggregate Subscription Amount paid by such Holder pursuant to the Purchase
 Agreement. If the Company fails to pay any 

 


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 partial damages pursuant to this Section in full within seven days
 after the date payable, the Company will pay interest thereon at a rate of
 12% 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
 damages are due until such amounts, plus all such interest thereon, are paid
 in full. The partial 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.

 
	
  

 	
  

 
	
  

 	
           (e) If
 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 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 Commission or there are no longer any
 Registrable Securities.

 


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      3.
 Registration Procedures.

 
	
  

 	
  

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

 
	
  

 	
  

 
	
  

 	
           (a) Not
 less than five (5) Trading Days prior to the filing of each Registration
 Statement and not less than one (1) 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 registered 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 at least 67% of the Registrable Securities shall
 reasonably object in good faith, provided that, the Company is notified of
 such objection in writing no later than five (5) Trading Days after the
 Holders have been so furnished copies of a Registration Statement or one (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 Stockholder Questionnaire”) on
 a date that is not less than two (2) Trading Days prior to the Filing Date or
 by the end of the fourth (4th) 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
 shall excise any information contained therein which would constitute
 material non-public information regarding the Company or any of its
 Subsidiaries), and (iv) comply in all material respects with the applicable
 provisions of the Securities 

 


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 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.

 
	
  

 	
  

 
	
  

 	
           (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 as soon as reasonably
 practicable, but in any case 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 (1) Trading Day prior to such filing) and (if
 requested by any such Person) confirm such notice in writing no later than
 one (1) Trading Day 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 

 


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 Company, makes it not in the best interest of the Company to allow
 continued availability of a Registration Statement or Prospectus, provided,
 however, in no event shall any such notice contain any information
 which would constitute material, non-public information regarding the Company
 or any of its Subsidiaries.

 
	
  

 	
  

 
	
  

 	
           (e) Use
 its commercially reasonable 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 (or successor thereto) 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)(iii)-(vi).

 
	
  

 	
  

 
	
  

 	
           (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 FINRA Rule 5110, as
 requested by any such Holder, and the Company shall pay the filing fee
 required by such filing within two (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 

 


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 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.

 
	
  

 	
  

 
	
  

 	
           (j) If
 requested by a Holder, cooperate with such Holder 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)(iii)-(vi), 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 commercially reasonable 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 damages otherwise required
 pursuant to Section 2(d), 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 shall use its commercially reasonable efforts to maintain eligibility
 for use of Form S-3 (or any successor form thereto) for the registration of
 the resale of Registrable Securities.

 
	
  

 	
  

 
	
  

 	
           (n) 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 

 



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 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 partial 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.

 
	
  

 	
  

 
	
      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 independent
 registered public accountants) (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 FINRA
 pursuant to FINRA Rule 5110, 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 of
 each of them, each Person who controls any such Holder (within the meaning of
 Section 15 of the Securities Act or 

 


12









	
  

 	
  

 
	
  

 	
 Section 20 of the Exchange Act) and the officers, directors, members,
 stockholders, partners, agents and employees of each such controlling Person,
 to the fullest extent permitted by applicable law, from and against any and
 all losses, claims, damages, liabilities, costs (including, without
 limitation, reasonable 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, defective or otherwise unavailable
 Prospectus after the Company has notified such Holder in writing that the
 Prospectus is outdated, defective or otherwise unavailable for use by such
 Holder and prior to the receipt by such Holder of the Advice contemplated in
 Section 6(d), but only if and to the extent that following the receipt of the
 Advice the misstatement or omission giving rise to such Loss would have been
 corrected. The Company shall notify the Holders promptly of the institution,
 threat or assertion of any Proceeding arising from or in connection with the
 transactions contemplated by this Agreement of which the Company is aware.
 Such indemnity shall remain in full force and effect regardless of any investigation
 made by or on behalf of such indemnified person and shall survive the
 transfer of any Registrable Securities by any of the Holders in accordance
 with Section 6(h).

 
	
  

 	
  

 
	
  

 	
           (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
 any applicable prospectus delivery requirements of the Securities Act through
 no fault of the Company or (y) any untrue or alleged untrue statement of 

 


13









	
  

 	
  

 
	
  

 	
 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 (in the case of any Prospectus or supplement thereto, in light
 of the circumstances under which they were made) 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 expressly for inclusion in such Registration Statement or such
 Prospectus or (ii) to the extent, but only 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 (iii) in the
 case of an occurrence of an event of the type specified in Section
 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by
 such Holder of an outdated, defective or otherwise unavailable Prospectus
 after the Company has notified such Holder in writing that the Prospectus is
 outdated, defective or otherwise unavailable for use by such Holder and prior
 to the receipt by such Holder of the Advice contemplated in Section 6(d), but
 only if and to the extent that following the receipt of the Advice the
 misstatement or omission giving rise to such Loss would have been corrected.
 In no event shall the liability of any selling Holder under this Section 5(b)
 be greater in amount than the dollar amount of the net proceeds received by
 such Holder upon the sale of the Registrable Securities giving rise to such
 indemnification obligation.

 
	
  

 	
  

 
	
  

 	
           (c) Conduct of Indemnification Proceedings.
 If any Proceeding shall be brought or asserted against any Person entitled to
 indemnity hereunder (an “Indemnified Party”), such Indemnified Party
 shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
 Party”) in writing, and the Indemnifying Party shall 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 materially
 and adversely prejudiced the Indemnifying Party.

 
	
  

 	
  

 
	
  

 	
           An
 Indemnified Party shall have the right to employ separate counsel in any such
 Proceeding and to participate in the defense thereof, but the fees and
 expenses of such counsel shall be at the expense of such Indemnified Party or
 Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
 fees and expenses, (2) the Indemnifying Party shall have failed promptly to
 assume the defense of such Proceeding and to employ counsel reasonably
 satisfactory to such 

 


14









	
  

 	
  

 
	
  

 	
 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
 finally determined by a court of competent jurisdiction (which determination
 is not subject to appeal or further review) not to be entitled to
 indemnification hereunder.

 
	
  

 	
  

 
	
  

 	
           (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 

 


15









	
  

 	
  

 
	
  

 	
 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 pursuant to this Section 5(d), 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 partial damages, shall be
entitled to specific performance of its rights under this Agreement. Each of
the Company and each Holder agrees that partial damages may 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.


          (b) No Piggyback on Registrations; Prohibition
on Filing Other Registration Statements. 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 other than the shares of Common Stock
underlying debentures and warrants issued pursuant to clause (d) under the
definition of Exempt Issuance in the Purchase Agreement. 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) (i) shall not prohibit the
Company from filing amendments to registration statements filed prior to the
date of this Agreement and (ii) shall not prohibit the Company from filing a
shelf registration statement on Form S-3, S-1, S-4 or S-8 for a primary offering
by the Company, provided, however, that (A) no such registration
statement on Form S-3 or S-1 shall be filed prior to the Initial Registration
Statement and (B) no such registration statement on Form S-3 or S-1 shall be
declared effective until the 


16





Initial Registration Statement (including concurrently with) is
declared effective by the Commission.


          (c) Compliance. Each Holder covenants
and agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it (unless an exemption therefrom is available)
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 commercially reasonable 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(d) and Section 3(k).


          (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
(without volume restrictions or current public information requirements)
promulgated by the Commission pursuant to the Securities Act or that are the
subject of a then effective Registration Statement.


          (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 67% or more of the then
outstanding Registrable Securities (for purposes of clarification, this
includes 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 


17





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 only 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). 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.


          (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 or acquisition) 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 Section 5.7 of 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.


18





          (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) 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.


          (m) 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.


          (n) 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 group or entity, or create
a presumption that the Holders are in any way acting in concert or as a group
or entity with respect to such obligations or the transactions contemplated by
this Agreement or any other matters, and the Company acknowledges that the
Holders are not acting in concert or as a group, and the Company shall not
asset any such claim, with respect to such obligations or transactions. 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. The use of a single agreement with respect to the
obligations of the Company contained was solely in the control of the Company,
not the action or decision of any Holder, and was done solely for the
convenience of the Company and not because it was required or requested to do
so by any Holder. It is expressly understood and agreed that each provision
contained in this Agreement is between the Company and a Holder, solely, and
not between the Company and the Holders collectively and not between and among
Holders.


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


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


19





 (Signature Pages Follow)


20





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


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW CAPITAL GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]





[SIGNATURE PAGE OF HOLDERS TO RODM RRA]


Name of Holder: _________________________________________


Signature of Authorized Signatory of Holder:
_________________________________________


Name of Authorized Signatory: _______________________________________


Title of Authorized Signatory: ________________________________________


[SIGNATURE PAGES CONTINUE]





Annex
A


Plan of Distribution


          Each
Selling Stockholder (the “Selling Stockholders”) of the securities and
any of their pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their securities covered hereby on the Nasdaq Global
Market or any other stock exchange, market or trading facility on which the
securities 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 securities:


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 block trades in which the broker-dealer will attempt to sell the
 securities 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; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 in transactions through broker-dealers that agree with the Selling
 Stockholders to sell a specified number of such securities at a stipulated
 price per security;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 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 securities 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 securities, 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 Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440. 


          In
connection with the sale of the securities 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
securities in the course of hedging the positions they assume. The Selling
Stockholders may also sell securities short and deliver these securities to
close out their short positions, or loan or pledge the securities 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 create one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of
securities offered by this prospectus, which securities 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
securities 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
securities 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 securities. 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 securities. 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. The Selling Stockholders have advised us that there is no
underwriter or coordinating broker acting in connection with the proposed sale
of the resale securities by the Selling Stockholders.


          We agreed
to keep this prospectus effective until the earlier of (i) the date on which
the securities may be resold by the Selling Stockholders without registration
and without regard to any volume or manner-of-sale limitations by reason of
Rule 144, without the requirement for the Company to be in compliance with the
current public information under Rule 144 under the Securities Act or any other
rule of similar effect or 


2





(ii) all of the securities have been sold pursuant to this prospectus
or Rule 144 under the Securities Act or any other rule of similar effect. The
resale securities 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 securities covered hereby 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.


          Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale securities 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 securities 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).


3






Annex B


RODMAN & RENSHAW CAPITAL GROUP, INC.


Selling Stockholder Notice and Questionnaire


          The
undersigned beneficial owner of common stock (the “Registrable Securities”)
of Rodman & Renshaw Capital Group, 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 stockholder 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 stockholder in the Registration Statement and the related
prospectus.


NOTICE


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





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 Stockholder

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 (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 Stockholder:





	
  

 	
  

 	
  

 	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	
   Telephone:

 	
  

 
	
  

 	

 


 
	
   Fax:

 	
  

 
	
  

 	

 


 
	
   Contact
 Person:

 	
  

 
	
  

 	

 


 




3. Broker-Dealer
Status:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Are you a
 broker-dealer?

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Yes   o          No   o

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Yes   o          No   o

 
	
  

 	
  

 	
  

 
	
  

 	
 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.

 


2









	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Are you an
 affiliate of a broker-dealer?

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Yes   o          No   o

 
	
  

 	
  

 	
  

 
	
  

 	
 (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   o          No   o

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Stockholder.



	
  

 	
  

 	
  

 
	
  

 	
 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 Stockholder:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 


3





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 and prior to the Effective Date.


          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 and any amendments or supplements thereto.


          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:

 
	
 General Counsel

 
	
 Fax: 646-841-1640

 
	
 1251 Avenue of the Americas

 
	
 New York, NY 10020

 
	
 with a copy to Kenneth Rose, Esq.

 
	
 Fax 212 208-6809