f8k070607ex10ii_redrock.htm


    


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2007,
      by and between RED ROCK PICTURES HOLDINGS, INC., a Nevada
      corporation (the “Company”), and IFG
      OPPORTUNITY FUND, LLC, (the
“Investor”).

     

    WHEREAS:

     

    A.           In
      connection with the Equity Distribution Agreement by and between the parties
      hereto of even date herewith (the “Equity Distribution Agreement”), the
      Company has agreed, upon the terms and subject to the conditions of the Equity
      Distribution Agreement, to issue and sell to the Investor that number of shares
      of the Company’s common stock, par value $0.001 per share (the “Common
      Stock”), which can be purchased pursuant to the terms of the Equity
      Distribution Agreement for an aggregate purchase price of up to Twenty Five
      Million  Dollars ($25,000,000).  Capitalized terms not
      defined herein shall have the meaning ascribed to them in the Equity
      Distribution Agreement.

     

    B.           To
      induce the Investor to execute and deliver the Equity Distribution 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 “Securities 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 the Investor
      hereby agree as follows:

     

    1.  DEFINITIONS.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    a.  “Person”
      means a corporation, a limited liability company, an association, a partnership,
      an organization, a business, an individual, a governmental or political
      subdivision thereof or a governmental agency.

     

    b.  “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 Securities Act and pursuant to Rule 415 under the
      Securities Act or any successor rule providing for offering securities on a
      continuous or delayed basis (“Rule 415”), and the declaration or ordering
      of effectiveness of such Registration Statement(s) by the United States
      Securities and Exchange Commission (the “SEC”).

     

    c.  “Registrable
      Securities” means the Investor’s Shares, as defined in the Equity
      Distribution Agreement and shares of Common Stock issuable to Investors pursuant
      to the Equity Distribution Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    d.  “Registration
      Statement” means a registration statement under the Securities Act which
      covers the Registrable Securities.

     

    2.  REGISTRATION.

     

    a.  Mandatory
      Registration.  The Company shall prepare and file with the SEC a
      Registration Statement on Form S-1, SB-2 or on such other form as is available,
      no later than sixty (60) calendar days from the date hereof (the “Scheduled
      Filing Deadline”).  The Company shall cause such Registration
      Statement to be declared effective by the SEC prior to the first sale to the
      Investor of the Company’s Common Stock pursuant to the Equity Distribution
      Agreement but in no event later than one hundred twenty (180) calendar days
      from
      the date hereof (the “Scheduled Effective Deadline”).  The
      Company shall cause the Registration Statement to remain effective until the
      full completion of the Commitment Period (as such term is defined in the Equity
      Distribution Agreement).

     

    b.  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 pursuant to the Equity
      Distribution Agreement, the Company shall amend the Registration Statement,
      or
      file a new Registration Statement (on the short form available therefore, if
      applicable), or both, so as to cover all of such Registrable Securities pursuant
      to the Equity Distribution Agreement as soon as practicable, but in any event
      not later than sixty (60) days after the necessity therefore
      arises.  The Company shall use it best efforts to cause such amendment
      and/or new Registration Statement to become effective as soon as practicable
      following the filing thereof.  For purposes of the foregoing
      provision, the number of shares available under a Registration Statement shall
      be deemed “insufficient to cover all of the Registrable Securities” if at any
      time the number of Registrable Securities issuable on an Advance Notice Date
      is
      greater than the number of shares available for resale under such Registration
      Statement.

     

    c.  Additional
      Shares to be Registered.   Except as set forth on Schedule
      2(c), the Company agrees not to include any other securities in the Registration
      Statement covering the Registrable Securities without Investor’s prior written
      consent which Investor may withhold in its sole discretion.

     

    3.  RELATED
      OBLIGATIONS.

     

    a.  The
      Company shall keep the Registration Statement effective pursuant to Rule 415
      at
      all times until the completion of the Commitment Period (as such term is defined
      in the Equity Distribution Agreement) (the “Registration Period”), which
      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 light of the circumstances in
      which
      they were made, not misleading.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    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 Securities 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 Securities 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
      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’s filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any
      analogous report under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), the Company shall have incorporated such report by
      reference into the Registration Statement, if applicable, or shall file such
      amendments or supplements with the SEC on the same day on which the Exchange
      Act
      report is filed which created the requirement for the Company to amend or
      supplement the Registration Statement.

     

    c.  The
      Company shall furnish to the Investor without charge, (i) at least one copy
      of
      such Registration Statement as declared effective by the SEC and any
      amendment(s) thereto, including financial statements and schedules, all
      documents incorporated therein by reference, all exhibits and each preliminary
      prospectus, (ii) ten (10) copies of the final prospectus included in such
      Registration Statement and all amendments and supplements thereto (or such
      other
      number of copies as such Investor may reasonably request) and (iii) such other
      documents as such Investor may reasonably request from time to time in order
      to
      facilitate the disposition of the Registrable Securities owned by such
      Investor.

     

    d.  The
      Company shall use its best efforts to (i) register and qualify the Registrable
      Securities covered by a Registration Statement under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as the Investor
      reasonably requests, (ii) prepare and file in those 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 (w) make any
      change to its certificate of incorporation or by-laws, (x) qualify to do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 3(d), (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 the Investor 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 threat of any proceeding
      for such purpose.

     

    e.  The
      Company shall use its best efforts either to cause all the Registrable
      Securities covered by a Registration Statement (i) 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 to secure
      the
      inclusion for quotation on the National Association of Securities Dealers,
      Inc.
      OTC Bulletin Board for such Registrable Securities.  The Company shall
      pay all fees and expenses in connection with satisfying its obligation under
      this Section.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    f.  The
      Company shall cooperate with the Investor to the extent applicable, to
      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 Investor may reasonably
      request and registered in such names as the Investor may request.

     

    g.  The
      Company shall use its best efforts to cause the Registrable Securities covered
      by the applicable 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.

     

    h.  The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    i.  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 Investor) confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit A.

     

    j.  The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investor of Registrable Securities pursuant to
      a
      Registration Statement.

     

    4.  EXPENSES
      OF REGISTRATION.

     

    All
      expenses incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualifications fees, printers, legal and accounting fees shall
      be
      paid by the Company.

     

    5.  INDEMNIFICATION.

     

    With
      respect to Registrable Securities which 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 the Investor, the directors, officers, partners,
      employees, agents, representatives of, and each Person, if any, who controls
      the
      Investor within the meaning of the Securities Act or the Exchange 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: 

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

       

      (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 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
        Securities Act, the Exchange Act, any other law, including, without limitation,
        any state securities law, or any rule or regulation there under 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”).  The Company shall reimburse the Investor and
        each such controlling person promptly as such expenses are incurred and are
        due
        and payable, for any legal fees or disbursements 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): (x) 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; (y) shall not be available to the extent such Claim is
        based
        on a failure of the Investor to deliver or to cause to be delivered the
        prospectus made available by the Company, if such prospectus was timely made
        available by the Company pursuant to Section 3(e); and (z) 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.  Such indemnity shall remain in full force and
        effect regardless of any investigation made by or on behalf of the Indemnified
        Person.

    

     

    b.  In
      connection with a Registration Statement, the Investor agrees to 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 Securities Act or the Exchange Act (each
      an
“Indemnified Party”), against any Claim or Indemnified Damages to which
      any of them may become subject, under the Securities Act, the Exchange Act
      or
      otherwise, insofar as such Claim or Indemnified Damages arise out of or is
      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 the Investor expressly for use in
      connection with such Registration Statement; and, subject to Section 6(d),
      the
      Investor will reimburse any legal or other expenses reasonably incurred by
      them
      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 the Investor, which consent shall not be unreasonably
      withheld; 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 the Investor as a result of the sale of
      Registrable Securities pursuant to such Registration
      Statement.  

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

       

      Such
        indemnity shall remain in full force and effect regardless of any investigation
        made by or on behalf of such Indemnified Party.  Notwithstanding
        anything to the contrary contained herein, the indemnification agreement
        contained in this Section 6(b) with respect to any prospectus shall not inure
        to
        the benefit of any Indemnified Party if the untrue statement or omission
        of
        material fact contained in the prospectus was corrected and such new prospectus
        was delivered to the Investor prior to the Investor’s use of the prospectus to
        which the Claim relates.

    

     

    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 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. The Indemnified Party or Indemnified Person
      shall cooperate fully 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.  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.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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.

     

    6.  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 seller of
      Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller 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 net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

     

    7.  REPORTS
      UNDER THE EXCHANGE ACT.

     

    With
      a
      view to making available to the Investor the benefits of Rule 144 promulgated
      under the Securities Act or any 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
      Rule 144;

     

    b.  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements (it being understood that nothing herein
      shall limit the Company’s obligations under Section 6.3 of the Equity
      Distribution Agreement) and the filing of such reports and other documents
      is
      required for the applicable provisions of Rule 144; and

     

    c.  furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      Act,
      (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, and (iii) such other
      information as may be reasonably requested to permit the Investor to sell such
      securities pursuant to Rule 144 without registration.

     

    8.  AMENDMENT
      OF REGISTRATION RIGHTS.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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 by a written agreement between the Company and the
      Investor.  Any amendment or waiver effected in accordance with this
      Section 9 shall be binding upon the Investor and the Company.  No
      consideration shall be offered or paid to any Person to amend or consent to
      a
      waiver or modification of any provision of any of this Agreement unless the
      same
      consideration also is offered to all of the parties to this
      Agreement.

     

    9.  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 the registered
      owner of such Registrable Securities.

     

    b.  The
      Company is hereby permitted to include 1,000,000 shares of common stock held
      by
      National Lampoon, Inc. for registration in the Registration
      Statement.

     

    c.  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, 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, to:

              	
                Red
                  Rock Pictures Holdings, Inc.

              
	 	
                8228
                  Sunset Blvd. – First Floor

              
	 	
                Los
                  Angeles, CA 90046

              
	 	
                Attention:     Robert
                  Levy

              
	 	
                Telephone:   (301) 
                  474-1219

              
	 	
                Facsimile:

              
	 	 
	
                With
                  a copy to:

              	
                Anslow
                  & Jaclin, LLP

              
	 	
                195
                  Route 9 South, Suite 204

              
	 	
                Manalapan,
                  NJ 07725

              
	 	
                Attention:   Greg
                  Jaclin, Esq.

              
	 	
                Telephone:  (732)
                  409-1212

              
	 	
                Facsimile:     (732)
                  577-1188

              
	 	 


      

    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to the Investor, to:

              	
                IFG
                  Opportunity Fund, LLC.

              
	 	
                PO
                  Box 1142

                Roswell,
                  GA 30077

                Attention:  Anthony
                  Gentile

                Portfolio
                  Manager

              
	 	
                Telephone:  (770)
                  587-5969

              
	 	
                Facsimile:   (770)
                  518-7432

              
	 	 
	
                With
                  a Copy to:

              	
                Feldman
                  Weinstein & Smith LLP

                420
                  Lexington Avenue

                New
                  York, NY 10170

                Attention:      Joseph
                  A. Smith

                Telephone:    (212)
                  869-7000

                Facsimile:      (212)
                  997-4242

              


      

    

     

    Any
      party
      may change its address by providing written notice to the other parties hereto
      at least five 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.

     

    d.  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.

     

    e.  The
      corporate laws of the State of New Jersey shall govern all issues concerning
      the
      relative rights of the Company and the Investor.  All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of New Jersey,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New Jersey or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of New
      Jersey.  Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the Superior Courts of the State of New Jersey, sitting in
      Hudson County, New Jersey and the Federal District Court for the District of
      New
      Jersey sitting in Newark, New Jersey, 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.  

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

       

      Nothing
        contained herein shall be deemed to limit in any way any right to serve process
        in any manner permitted by law.  If any provision of this Agreement
        shall be invalid or unenforceable in any jurisdiction, such invalidity or
        unenforceability shall not affect the validity or enforceability of the
        remainder of this Agreement in that jurisdiction or the validity or
        enforceability of any provision of this Agreement in any other
        jurisdiction.  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.

    

     

    f.  This
      Agreement and the Equity Distribution Agreement 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 forth or referred to herein and
      therein.  This Agreement and the Equity Distribution Agreement
      supersede all prior agreements and understandings among the parties hereto
      with
      respect to the subject matter hereof and thereof.

     

    g.  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 the 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.  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.

     

    l.  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.

     

    


    


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        10

        
          

        

      

      
        
        

      

    

    


    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights
      Agreement to be duly executed as of day and year first above
      written.

     

    
      	 	
              Red
                Rock Pictures Holdings, Inc.

            
	 	 
	 	
              By:    ____________________________________                                                            

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              IFG
                OPPORTUNITY FUND, LLC

            
	 	 
	 	 
	 	
              By:   _____________________________________                                                             

            
	 	
              Name:

            
	 	
              Title:

            
	 	 


    

    


    


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    FORM
      OF NOTICE OF EFFECTIVENESS

     

    OF
      REGISTRATION STATEMENT

     

    


    


    Attention:

    


    Re:           RED
      ROCK PICTURES HOLDINGS, INC.

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Red Rock Pictures Holdings, Inc. (the “Company”), and have
      represented the Company in connection with that certain Equity Distribution
      Agreement (the “Equity Distribution Agreement”) entered into by and
      between the Company and IFG Opportunity Fund, LLC (the “Investor”)
      pursuant to which the Company issued to the Investor shares of its Common Stock,
      par value $0.001 per share (the “Common Stock”).  Pursuant to
      the Equity Distribution Agreement, the Company also has entered into a
      Registration Rights Agreement with the Investor (the “Registration Rights
      Agreement”) pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Registration Rights
      Agreement) under the Securities Act of 1933, as amended (the “Securities
      Act”).  In connection with the Company’s obligations under the
      Registration Rights Agreement, on ____________ ____, the Company filed a
      Registration Statement on Form ________ (File No. 333-_____________) (the
“Registration Statement”) with the Securities and Exchange Commission
      (the “SEC”) relating to the Registrable Securities which names the
      Investor as a selling stockholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the Securities Act at [ENTER TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and
      we have no knowledge, after telephonic inquiry of a member of the SEC’s staff,
      that any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the Securities Act
      pursuant to the Registration Statement.

     

    Very
      truly yours,

    


    


    


    By: ___________________________________                                                               

    


    cc:           IFG
      Opportunity Fund, LLC

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      2C

    ADDITIONAL
      SHARES TO BE REGISTERED

     

    


    


    
      	
              Holder

            	 	
              Shares

            	 
	
              National
                Lampoon

            	 	 	
              1,000,000

            	 
	
              N.
                Williams Family Investments, L.P.

            	 	 	
              260,933

            	 
	
              Dan
                Laikin -

            	 	 	
              260,933

            	 
	
              Cornell
                Capital

            	 	 	
              108,745

            	 
	
              Cornell
                Capital

            	 	 	56,247	*
	
              Newbridge
                Securities Corporation 

            	 	 	
              3,750

            	 
	 	 	 	 	 


    

    


    


    


    *These
      shares underlying warrants.

    


    13