EX-10.2






Registration Rights Agreement




This Registration Rights Agreement (this “Agreement”) is made and entered into as of
March 30, 2010, by and among TechniScan, Inc., a Delaware corporation (the “Issuer”), and
the holders listed on Schedule I hereto (the “Holders”).



This Agreement is being entered into pursuant to the Note and Warrant Purchase Agreement dated
as of the date hereof among the Issuer and the Holders (the “Purchase Agreement”).



The Issuer and the Holders hereby agree as follows:




1. Definitions.



Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:



"Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in New York, New York are authorized or required by law to remain closed.



"Closing Date” shall have the meaning set forth in the Purchase Agreement.



"Commission” means the United States Securities and Exchange Commission or any
successor thereto.



"Common Stock” means the common stock, $0.001 par value per share, of the Issuer.



"Effective Date” means the date that the applicable Registration Statement has been
declared effective by the Commission.



"Effectiveness Deadline” means (i) with respect to the initial Registration Statement
required to be filed pursuant to Section 2(a), the earlier of the (A) 105th calendar day
after the Closing Date (or the 150th calendar day after the Closing Date in the event
that such Registration Statement is subject to full review by the Commission) and (B)
5th Business Day after the date the Issuer 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 and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Issuer pursuant to this Agreement, the earlier of the (A)
105th calendar day following the date on which the Issuer was required to file such
additional Registration Statement (or the 150th calendar day after such date in the
event that such Registration Statement is subject to full review by the Commission) and (B)
5th Business Day after the date the Issuer 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.



"Filing Deadline” means (i) with respect to the initial Registration Statement
required to be filed pursuant to Section 2(a), the 45th calendar day after the Closing
Date and (ii) with respect to any additional Registration Statements that may be required to be
filed by the Issuer pursuant to this Agreement, the date on which the Issuer was required to file
such additional Registration Statement pursuant to the terms of this Agreement.



"Investor” means a Holder or any transferee or assignee of any Registrable Securities,
Notes or Warrants, as applicable, to whom a Holder assigns its rights under this Agreement and who
agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities,
Notes or Warrants, as applicable, assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9.



"Person” means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization or a government or any department
or agency thereof.



"Registered Direct Shares “ means the shares of Common Stock (including shares of
Common Stock underlying warrants) to be issued in a registered direct offering by the Issuer
commencing no later than the date of the Filing Deadline with respect to the initial Registration
Statement to be filed hereunder.



"Registrable Securities” means (i) the Conversion Shares, (ii) the Warrant Shares and
(iii) any capital stock of the Issuer issued or issuable with respect to the Conversion Shares, the
Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any
stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2)
shares of capital stock of the Issuer into which the shares of Common Stock are converted or
exchanged and shares of capital stock of a Successor Entity (as defined in the Notes) into which
the shares of Common Stock are converted or exchanged, in each case, without regard to any
limitations on conversion of the Notes or exercise of the Warrants.



"Registration Statement” means a registration statement or registration statements of
the Issuer filed under the Securities Act covering Registrable Securities.



“Required Registration Amount” means 100% of the sum of (i) the maximum number of
Conversion Shares issued and issuable pursuant to the Notes and (ii) the maximum number of Warrant
Shares issued and issuable pursuant to the Warrants, in each case, as of the Trading Day (as
defined in the Warrants) immediately preceding the applicable date of determination (without taking
into account any limitations on the conversion of the Notes or the exercise of the Warrants set
forth therein). For the avoidance of doubt, for purposes of Section 2(d), each and every day shall
be an “applicable date of determination” within the meaning of the preceding sentence. For purposes
of the initial Registration Statement filed pursuant hereto, the Required Registration Amount shall
be determined assuming the accrual of interest on the Notes at least through the Maturity Date (as
defined in the Notes).



"Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as
such rule may be amended from time to time, or any other similar or successor rule or regulation of
the Commission providing for offering securities on a continuous or delayed basis.




	2.	 	Registration.





(a) Mandatory Registration. The Issuer shall prepare and, as soon as practicable, but
in no event later than the Filing Deadline, file with the Commission an initial Registration
Statement on Form S-1 covering the resale of the Required Registration Amount as of the date such
Registration Statement is initially filed with the Commission. Such initial Registration Statement,
and each other Registration Statement required to filed pursuant to the terms of this Agreement,
shall contain (except if otherwise directed by the Lead Investor) the “Selling
Stockholders” and “Plan of Distribution” sections in substantially the form attached
hereto as Exhibit B. The Issuer shall use its best efforts to have such initial
Registration Statement, and each other Registration Statement required to filed pursuant to the
terms of this Agreement, declared effective by the Commission as soon as practicable, but in no
event later than the applicable Effectiveness Deadline for such Registration Statement.



(b) Legal Counsel. Subject to Section 5 hereof, the Lead Investor shall have the right
to select one (1) legal counsel to review and oversee, solely on its behalf, any registration
pursuant to this Section 2 (“Legal Counsel”).



(c) Eligibility to Use Form S-3. In the event that Form S-3 becomes available for the
registration of the resale of Registrable Securities hereunder, the Issuer undertakes to register
the resale of the Registrable Securities on Form S-3 as soon as practicable after such form becomes
available, provided that the Issuer shall maintain the effectiveness of all Registration Statements
then in effect until such time as a Registration Statement on Form S-3 covering the resale of all
the Registrable Securities has been declared effective by the Commission.



(d) Sufficient Number of Shares Registered. In the event the number of shares
available under any Registration Statement on any day is insufficient (including as a result of any
antidilution or other adjustment to the conversion price of the Notes or the exercise price of the
Warrants) to cover the Required Registration Amount or an Investor’s allocated portion of the
Required Registration Amount pursuant to Section 2(h), the Issuer shall amend such Registration
Statement (if permissible), or file with the Commission a new Registration Statement, or both, so
as to cover at least the Required Registration Amount as of the Trading Day immediately preceding
the date of the filing of such amendment or new Registration Statement, in each case, as soon as
practicable, but in any event not later than fifteen (15) days after the necessity therefor arises.
The Issuer shall use its best efforts to cause such amendment to such Registration Statement and/or
such new Registration Statement (as the case may be) to become effective as soon as practicable
following the filing thereof with the Commission, but in no event later than the applicable
Effectiveness Deadline for such Registration Statement.



(e) Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration
Statement. If (i) a Registration Statement covering the resale of all of the Registrable
Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(f)) and
required to be filed by the Issuer pursuant to this Agreement is (A) not filed with the Commission
on or before the Filing Deadline for such Registration Statement (a “Filing Failure”) (it
being understood that if the Issuer files a Registration Statement without affording the Lead
Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the
Issuer shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to
be a Filing Failure) or (B) not declared effective by the Commission on or before the Effectiveness
Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood
that if on the Business Day immediately following the Effective Date for such Registration
Statement the Issuer shall not have filed a “final” prospectus for such Registration Statement with
the Commission under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus
is technically required by such rule), the Issuer shall be deemed to not have satisfied this clause
(i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an
Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration
Statement sales of all of the Registrable Securities required to be included on such Registration
Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such
Registration Statement (including, without limitation, because of a failure to keep such
Registration Statement effective, a failure to disclose such information as is necessary for sales
to be made pursuant to such Registration Statement, a suspension or delisting of the Common Stock
on the principal securities market on which it is then traded (or a failure to file any listing
application required for the Conversion Shares or Warrrant Shares to be traded on such market), or
a failure to register a sufficient number of shares of Common Stock or by reason of a stop order)
or the prospectus contained therein is not available for use for any reason (a “Maintenance
Failure”), or (iii) if a Registration Statement is not effective for any reason or the
prospectus contained therein is not available for use for any reason, the Issuer 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) (a “Current Public
Information Failure”) as a result of which any of the Investors are unable to sell Registrable
Securities without restriction under Rule 144 (including, without limitation, volume restrictions),
then, as partial relief for the damages to any holder by reason of any such delay in, or reduction
of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive
of any other remedies available at law or in equity), the Issuer shall pay to each holder of
Registrable Securities relating to such Registration Statement an amount in cash equal to two
percent (2%) of such Investor’s original principal amount stated in such Investor’s Note on the
Closing Date (regardless of whether such Note is then outstanding) (1) on the date of such Filing
Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as
applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing
Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a
Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information
Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii)
such time that such public information is no longer required pursuant to Rule 144 (in each case,
pro rated for periods totaling less than thirty (30) days). The payments to which a holder of
Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as
"Registration Delay Payments.” Following the initial Registration Delay Payment for any
particular event or failure (which shall be paid on the date of such event or failure, as set forth
above), without limiting the foregoing, if an event or failure giving rise to the Registration
Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then
such Registration Delay Payment shall be made on the third (3rd) Business Day after such
cure. In the event the Issuer fails to make Registration Delay Payments in a timely manner in
accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of
one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.
Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other
than with respect to a Maintenance Failure resulting from the suspension or delisting of the Common
Stock on the principal securities market on which it is then traded (or a failure to file any
listing application required for the Conversion Shares or Warrrant Shares to be traded on such
market)) with respect to any period during which all of such Investor’s Registrable Securities may
be sold by such Investor without restriction under Rule 144 (including, without limitation, volume
restrictions) and without the need for current public information required by Rule 144(c) (or Rule
144(i)(2), if applicable).



(f) Offering. Notwithstanding anything to the contrary contained in this Agreement,
but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the
event the staff of the Commission (the “Staff”) or the Commission seeks to characterize
any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Issuer, as evidenced in a comment letter from
the Commission with respect to the Registration Statement, such that the Staff or the Commission do
not permit such Registration Statement to become effective and used for resales in a manner that
does not constitute such an offering and that permits the continuous resale at the market by the
Investors participating therein (or as otherwise may be acceptable to each Investor) without being
named therein as an “underwriter,” then the Issuer shall reduce the number of shares to be included
in such Registration Statement by all Investors until such time as the Staff and the Commission
shall so permit such Registration Statement to become effective as aforesaid. In making such
reduction, the Issuer shall reduce the number of shares to be included by all Investors on a pro
rata basis (based upon the number of Registrable Securities otherwise required to be included for
each Investor) unless the inclusion of shares by a particular Investor or a particular set of
Investors are resulting in the Staff or the Commission’s “by or on behalf of the Issuer” offering
position, in which event the shares held by such Investor or set of Investors shall be the only
shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or
on such other basis as would result in the exclusion of the least number of shares by all such
Investors).  In addition, in the event that the Staff or the Commission requires any Investor
seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be
specifically identified as an “underwriter” in order to permit such Registration Statement to
become effective, and such Investor does not consent to being so named as an underwriter in such
Registration Statement, then, in each such case, the Issuer shall reduce the total number of
Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or
the Commission does not require such identification or until such Investor accepts such
identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce
all Registrable Securities other than the Conversion Shares and the Warrant Shares. 



(g) Piggyback Registrations. Without limiting any obligation of the Issuer hereunder
or under the Purchase Agreement, if there is not an effective Registration Statement covering all
of the Registrable Securities or the prospectus contained therein is not available for use and the
Issuer 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
Issuer’s stock option or other employee benefit plans), then the Issuer shall deliver to each
Investor a written notice of such determination and, if within fifteen (15) days after the date of
the delivery of such notice, any such Investor shall so request in writing, the Issuer shall
include in such registration statement all or any part of such Registrable Securities such Investor
requests to be registered; provided, however, the Issuer shall not be required to register any
Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule
144 without restriction (including, without limitation, volume restrictions) and without the need
for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or
that are the subject of a then-effective Registration Statement.



(h) Allocation of Registrable Securities. The initial number of Registrable Securities
included in any Registration Statement and any increase in the number of Registrable Securities
included therein shall be allocated pro rata among the Investors based on the number of Registrable
Securities held by each Investor at the time such Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the Commission. In
the event that an Investor sells or otherwise transfers any of such Investor’s Registrable
Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be
allocated a pro rata portion of the then-remaining number of Registrable Securities included in
such Registration Statement for such transferor or assignee (as the case may be). Any shares of
Common Stock included in a Registration Statement and which remain allocated to any Person which
ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated
to the remaining Investors, pro rata based on the number of Registrable Securities then held by
such Investors which are covered by such Registration Statement.



(i) No Inclusion of Other Securities. In no event shall the Issuer include any
securities other than Registrable Securities and the Registered Direct Shares on any Registration
Statement without the prior written consent of the Lead Investor. Until the resale by the Investors
of all Registrable Securities is covered by one or more effective Registration Statements (and each
prospectus contained therein is available for use on such date), the Issuer shall not enter into
any agreement providing any registration rights to any of its security holders.




	3.	 	Related Obligations.





The Issuer shall use its best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof, and, pursuant thereto, the Issuer
shall have the following obligations:



(a) The Issuer shall promptly prepare and file with the Commission a Registration Statement
with respect to all the Registrable Securities (but in no event later than the applicable Filing
Deadline) and use its best efforts to cause such Registration Statement to become effective as soon
as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject
to Allowable Grace Periods, the Issuer shall keep each Registration Statement effective (and the
prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investors
on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all
times until the earlier of (i) the date as of which all of the Investors may sell all of the
Registrable Securities required to be covered by such Registration Statement (disregarding any
reduction pursuant to Section 2(f)) without restriction pursuant to Rule 144 (including, without
limitation, volume restrictions) and without the need for current public information required by
Rule 144(c) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have
sold all of the Registrable Securities covered by such Registration Statement (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement, the Issuer shall
ensure that, when filed and at all times while effective, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the prospectus (including, without
limitation, all amendments and supplements thereto) used in connection with such Registration
Statement (1) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein (in the case of
prospectuses, in the light of the circumstances in which they were made) not misleading and (2)
will disclose (whether directly or through incorporation by reference to other Commission filings
to the extent permitted) all material information regarding the Issuer and its securities. The
Issuer shall submit to the Commission, within two (2) Business Days after the later of the date
that (i) the Issuer learns that no review of a particular Registration Statement will be made by
the Staff or that the Staff has no further comments on a particular Registration Statement (as the
case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which
consent shall be immediately sought), a request for acceleration of effectiveness of such
Registration Statement to a time and date not later than forty-eight (48) hours after the
submission of such request.



(b) Subject to Section 3(r) of this Agreement, the Issuer shall prepare and file with the
Commission such amendments (including, without limitation, post-effective amendments) and
supplements to each Registration Statement and the prospectus used in connection with each such
Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the
Securities Act, as may be necessary to keep each such Registration Statement effective at all times
during the Registration Period for such Registration Statement, and, during such period, comply
with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Issuer required to be 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; provided, however, by 9:30 a.m. (New York time) on the Business Day immediately
following each Effective Date, the Issuer shall file with the Commission in accordance with Rule
424(b) under the Securities Act the final prospectus to be used in connection with sales pursuant
to the applicable Registration Statement (whether or not such a prospectus is technically required
by such rule).



(c) The Issuer shall (A) permit Legal Counsel and legal counsel for each other Investor to
review and comment upon (i) each Registration Statement at least three (3) Business Days prior to
its filing with the Commission and (ii) all amendments and supplements to each Registration
Statement (including, without limitation, the prospectus contained therein) within a reasonable
number of days prior to their filing with the Commission, and (B) not file any Registration
Statement or amendment or supplement thereto in a form to which Legal Counsel or any legal counsel
for any other Investor reasonably objects. The Issuer shall not submit a request for acceleration
of the effectiveness of a Registration Statement or any amendment or supplement thereto or to any
prospectus contained therein without the prior consent of Legal Counsel, which consent shall not be
unreasonably withheld. The Issuer shall promptly furnish to Legal Counsel and legal counsel for
each other Investor, without charge, (i) copies of any correspondence from the Commission or the
Staff to the Issuer or its representatives relating to each Registration Statement, provided that
such correspondence shall not contain any material, non-public information regarding the Issuer or
any of its Subsidiaries (as defined in the Purchase Agreement), (ii) after the same is prepared and
filed with the Commission, one (1) copy of each Registration Statement and any amendment(s) and
supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, and all exhibits and
(iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto. The Issuer
shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor in
performing the Issuer’s obligations pursuant to this Section 3.



(d) The Issuer shall promptly furnish to each Investor whose Registrable Securities are
included in any Registration Statement, without charge, (i) after the same is prepared and filed
with the Commission, at least one (1) copy of each Registration Statement and any amendment(s) and
supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten (10) copies
of the prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably request from time to time)
and (iii) such other documents, including, without limitation, copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor.



(e) The Issuer shall use its best efforts to (i) register and qualify, unless an exemption
from registration and qualification applies, the resale by Investors of the Registrable Securities
covered by a Registration Statement under such other securities or “blue sky” laws of all
applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such
amendments (including, without limitation, 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. The Issuer shall promptly notify Legal Counsel, legal counsel for each
other Investor and each Investor who holds Registrable Securities of the receipt by the Issuer of
any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the
United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.



(f) The Issuer shall notify Legal Counsel, legal counsel for each other Investor and each
Investor in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (provided that in no event shall such
notice contain any material, non-public information regarding the Issuer or any of its
Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement and such prospectus contained therein to correct such untrue statement or
omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each
Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).
The Issuer shall also promptly notify Legal Counsel, legal counsel for each other Investor and each
Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each
other Investor and each Investor by facsimile or e-mail on the same day of such effectiveness and
by overnight mail), and when the Issuer receives written notice from the Commission that a
Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of
any request by the Commission for amendments or supplements to a Registration Statement or related
prospectus or related information, (iii) of the Issuer’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt
of any request by the Commission or any other federal or state governmental authority for any
additional information relating to the Registration Statement or any amendment or supplement
thereto or any related prospectus. The Issuer shall respond as promptly as practicable to any
comments received from the Commission with respect to each Registration Statement or any amendment
thereto.



(g) The Issuer shall (i) use its best efforts to prevent the issuance of any stop order or
other suspension of effectiveness of each Registration Statement or the use of any prospectus
contained therein, or the suspension of the qualification, or the loss of an exemption from
qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an
order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and each
Investor who holds Registrable Securities of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.



(h) If any Investor may be required under applicable securities law to be described in any
Registration Statement as an underwriter and such Investor consents to so being named an
underwriter, at the request of any Investor, the Issuer shall furnish to such Investor, on the date
of the effectiveness of such Registration Statement and thereafter from time to time on such dates
as an Investor may reasonably request (i) a letter, dated such date, from the Issuer’s independent
certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to the Investors,
and (ii) an opinion, dated as of such date, of counsel representing the Issuer for purposes of such
Registration Statement, in form, scope and substance as is customarily given in an underwritten
public offering, addressed to the Investors.



(i) If any Investor may be required under applicable securities law to be described in any
Registration Statement as an underwriter and such Investor consents to so being named an
underwriter, upon the written request of such Investor, the Issuer shall make available for
inspection by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of
accountants or other agents retained by such Investor (collectively, the “Inspectors”), all
pertinent financial and other records, and pertinent corporate documents and properties of the
Issuer (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector,
and cause the Issuer’s officers, directors and employees to supply all information which any
Inspector may reasonably request; provided, however, each Inspector shall agree in writing to hold
in strict confidence and not to make any disclosure (except to such Investor) or use of any Record
or other information which the Issuer’s board of directors determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the Securities Act, (2) the release of such Records is
ordered pursuant to a final, non-appealable subpoena or order from a court or government body of
competent jurisdiction, or (3) the information in such Records has been made generally available to
the public other than by disclosure in violation of this Agreement or any other Transaction
Document (as defined in the Purchase Agreement). Such Investor agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Issuer and allow the Issuer, at its
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Issuer and such Investor, if any) shall be deemed to limit any Investor’s ability to
sell Registrable Securities in a manner which is otherwise consistent with applicable laws and
regulations.



(j) The Issuer shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Issuer unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any
other Transaction Document. The Issuer agrees that it shall, upon learning that disclosure of such
information concerning an Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to such Investor and allow such
Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.



(k) Without limiting any obligation of the Issuer under the Purchase Agreement, the Issuer
shall use its best efforts either to (i) cause all of the Registrable Securities covered by each
Registration Statement to be listed on each securities exchange on which securities of the same
class or series issued by the Issuer are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, (ii) if clause (i) cannot be
satisfied, secure designation and quotation of all of the Registrable Securities covered by each
Registration Statement on the OTC Bulletin Board, or (iii) if, despite the Issuer’s best efforts to
satisfy the preceding clauses (i) or (ii) the Issuer is unsuccessful in satisfying the preceding
clauses (i) or (ii), without limiting the generality of the foregoing, to use its best efforts to
arrange for at least two market makers to register with the Financial Industry Regulatory Authority
(“FINRA”) as such with respect to such Registrable Securities. In addition, the Issuer shall
cooperate with each Investor and any broker or dealer through which any such Investor proposes to
sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as
requested by such Investor. The Issuer shall pay all fees and expenses in connection with
satisfying its obligations under this Section 3(k).



(l) The Issuer shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be in such
denominations or amounts (as the case may be) as the Investors may reasonably request from time to
time and registered in such names as the Investors may request.



(m) If requested by an Investor, the Issuer shall as soon as practicable after receipt of
notice from such Investor and subject to Section 3(r) hereof, (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor reasonably requests to be
included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; (ii) make all required filings of such
prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or
make amendments to any Registration Statement or prospectus contained therein if reasonably
requested by an Investor holding any Registrable Securities.



(n) The Issuer shall use its best efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of such Registrable Securities.



(o) The Issuer shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under
the Securities Act) covering a twelve-month period beginning not later than the first day of the
Issuer’s fiscal quarter next following the applicable Effective Date of each Registration
Statement.



(p) The Issuer shall otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission in connection with any registration hereunder.



(q) Within one (1) Business Day after a Registration Statement which covers Registrable
Securities is declared effective by the Commission, the Issuer shall deliver, and shall cause legal
counsel for the Issuer to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement)
confirmation that such Registration Statement has been declared effective by the Commission in the
form attached hereto as Exhibit A.



(r) Notwithstanding anything to the contrary herein (but subject to the last sentence of this
Section 3(r)), at any time after the Effective Date of a particular Registration Statement, the
Issuer may delay the disclosure of material, non-public information concerning the Issuer or any of
its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board
of directors of the Issuer, in the best interest of the Issuer and, in the opinion of counsel to
the Issuer, otherwise required (a “Grace Period”), provided that the Issuer shall promptly
notify the Investors in writing of the (i) existence of material, non-public information giving
rise to a Grace Period (provided that in each such notice the Issuer shall not disclose the content
of such material, non-public information to any of the Investors) and the date on which such Grace
Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace
Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day
period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day
of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace
Period and (III) no Grace Period may exist during the sixty (60) Trading Day period immediately
following the Effective Date of such Registration Statement (provided that such sixty (60) Trading
Day period shall be extended by the number of Trading Days during such period and any extension
thereof contemplated by this proviso during which such Registration Statement is not effective or
the prospectus contained therein is not available for use) (each, an “Allowable Grace
Period”). For purposes of determining the length of a Grace Period above, such Grace Period
shall begin on and include the date the Investors receive the notice referred to in clause (i)
above and shall end on and include the later of the date the Investors receive the notice referred
to in clause (ii) above and the date referred to in such notice. Upon expiration of each Grace
Period, the Issuer shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is no longer
applicable. Notwithstanding anything to the contrary contained in this Section 3(r), the Issuer
shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Purchase Agreement in connection with any sale of
Registrable Securities with respect to which such Investor has entered into a contract for sale,
and delivered a copy of the prospectus included as part of the particular Registration Statement to
the extent applicable, prior to such Investor’s receipt of the notice of a Grace Period and for
which the Investor has not yet settled.



(s) The Issuer shall take all other reasonable actions necessary to expedite and facilitate
disposition by each Investors of its Registrable Securities pursuant to each Registration
Statement.




	4.	 	Obligations of the Investors.





(a) At least five (5) Business Days prior to the first anticipated filing date of each
Registration Statement, the Issuer shall notify each Investor in writing of the information the
Issuer requires from each such Investor with respect to such Registration Statement and such
anticipated filing date. It shall be a condition precedent to the obligations of the Issuer to
complete the registration pursuant to this Agreement with respect to the Registrable Securities of
a particular Investor that such Investor shall furnish to the Issuer such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect and maintain the
effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Issuer may reasonably request.



(b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Issuer as reasonably requested by the Issuer in connection with the preparation
and filing of each Registration Statement hereunder, unless such Investor has notified the Issuer
in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.



(c) Each Investor agrees that, upon receipt of any notice from the Issuer of the happening of
any event of the kind described in Section 3(f), such Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s) covering such
Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(f) or receipt of notice that no supplement or amendment is
required. Notwithstanding anything to the contrary in this Section 4(c), the Issuer shall cause its
transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in
accordance with the terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which such Investor has entered into a contract for sale prior to the
Investor’s receipt of a notice from the Issuer of the happening of any event of the kind described
in Section 3(f) and for which such Investor has not yet settled.



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




	5.	 	Expenses of Registration.





All reasonable expenses, other than underwriting discounts and commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Issuer shall be paid
by the Issuer. The Issuer shall also reimburse the Lead Investor for the fees and disbursements of
Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3
of this Agreement which amount shall be limited to $15,000 with respect to each Registration
Statement.




	6.	 	Indemnification.





(a) In the event any Registrable Securities are included in any Registration Statement under
this Agreement, to the fullest extent permitted by law, the Issuer will, and hereby does,
indemnify, hold harmless and defend each Investor and each of its directors, officers,
shareholders, members, partners, employees, agents, advisors, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) and each Person, if any, who controls such Investor within
the meaning of the Securities Act or the Exchange Act and each of the directors, officers,
shareholders, members, partners, employees, agents, advisors, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”),
against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines,
penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees
and costs of defense and investigation), 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 Commission, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus if used prior to the effective date of such Registration Statement, or
contained in the final prospectus (as amended or supplemented, if the Issuer files any amendment
thereof or supplement thereto with the Commission) 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 Issuer of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject
to Section 6(c), the Issuer shall reimburse the Indemnified Persons, promptly as such expenses are
incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them
in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information furnished in writing to the Issuer by such
Indemnified Person for such Indemnified Person expressly for use in connection with the preparation
of such Registration Statement or any such amendment thereof or supplement thereto and (ii) shall
not be available to a particular Investor to the extent such Claim is based on a failure of such
Investor to deliver or to cause to be delivered the prospectus made available by the Issuer (to the
extent applicable), including, without limitation, a corrected prospectus, if such prospectus or
corrected prospectus was timely made available by the Issuer pursuant to Section 3(d) and then only
if, and to the extent that, following the receipt of the corrected prospectus no grounds for such
Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Issuer, which consent shall
not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.



(b) In connection with any Registration Statement in which an Investor is participating, such
Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Issuer, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the
Issuer 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 are based upon any Violation, in each case, to the extent, and only to the extent, that
such Violation occurs in reliance upon and in conformity with written information furnished to the
Issuer by such Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse
an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such Claim; provided, however, the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of such Investor, which consent shall not be
unreasonably withheld or delayed, provided further that such Investor shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant to
such Registration Statement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any
of the Registrable Securities by any of the Investors pursuant to Section 9.



(c) Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be)
under this Section 6 of notice of the commencement of any action or proceeding (including, without
limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party (as the case may be) 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, an Indemnified Person or Indemnified Party (as the case may be) shall have the
right to retain its own counsel with the fees and expenses of such counsel to be paid by the
indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and
expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such
Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party
(as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including,
without limitation, any impleaded parties) include both such Indemnified Person or Indemnified
Party (as the case may be) and the indemnifying party, and such Indemnified Person or such
Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such Indemnified Person or such
Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such
Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the
Indemnifying Party, provided further that in the case of clause (iii) above the indemnifying party
shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal
counsel for such Indemnified Person or Indemnified Party (as the case may be) in additional to one
local counsel in each applicable jurisdiction. The Indemnified Party or Indemnified Person (as the
case may be) shall reasonably cooperate 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 (as the case may be) which relates to such action or Claim. The indemnifying party shall
keep the Indemnified Party or Indemnified Person (as the case may be) reasonably 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, 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 (as the case may be), 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 (as the case may be) of a release from all liability in respect to such Claim or
litigation, and such settlement shall not include any admission as to fault on the part of the
Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may
be) 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 (as the case may be) under
this Section 6, except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action.



(d) No Person involved in the sale of Registrable Securities who is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with
such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.



(e) 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.



(f) The indemnity and contribution agreements contained herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person against the
indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.




	7.	 	Contribution.





To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however: (i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in Section 6 of this
Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such sale shall be entitled to contribution from any Person involved in such sale
of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii)
contribution by any seller of Registrable Securities shall be limited in amount to the amount of
net proceeds received by such seller from the applicable sale of such Registrable Securities
pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no
Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Investor from the applicable sale of the
Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor
has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by
reason of such untrue or alleged untrue statement or omission or alleged omission.




8. Reports Under the Exchange Act.



With a view to making available to the Investors the benefits of Rule 144, the Issuer agrees
to:



(a) make and keep public information available, as those terms are understood and defined in
Rule 144;



(b) file with the Commission in a timely manner all reports and other documents required of
the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to
such requirements (it being understood and agreed that nothing herein shall limit any obligations
of the Issuer under the Purchase Agreement) and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and



(c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Issuer, if true, that it has complied with the
reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Issuer and such other reports and documents so filed
by the Issuer with the Commission if such reports are not publicly available via EDGAR, and (iii)
such other information as may be reasonably requested to permit the Investors to sell such
securities pursuant to Rule 144 without registration.




9. Assignment of Registration Rights.



All or any portion of the rights under this Agreement shall be automatically assignable by
each Investor to any transferee or assignee (as the case may be) of all or any portion of such
Investor’s Registrable Securities, Notes or Warrants if: (i) such Investor agrees in writing with
such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a
copy of such agreement is furnished to the Issuer within a reasonable time after such transfer or
assignment (as the case may be); (ii) the Issuer is, within a reasonable time after such transfer
or assignment (as the case may be), furnished with written notice of (a) the name and address of
such transferee or assignee (as the case may be), and (b) the securities with respect to which such
registration rights are being transferred or assigned (as the case may be); and (iii) such
transferee or assignee (as the case may be) agrees in writing with the Issuer to be bound by all of
the provisions contained herein.




	10.	 	Amendment of Registration Rights.





Provisions of this Agreement may be amended only with the written consent of the Issuer and
the Lead Investor. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party.




	11.	 	Miscellaneous.





(a) Solely for purposes of this Agreement, 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 Issuer receives conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Issuer shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable Securities.



(b) All notices and other communications required or permitted hereunder will be provided and
become effective as set forth in Section 7.4 of the Purchase Agreement.



(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The
Issuer and each Investor acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by
any other party hereto and to enforce specifically the terms and provisions hereof (without the
necessity of showing economic loss and without any bond or other security being required), this
being in addition to any other remedy to which any party may be entitled by law or equity.



(d) All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the State of Delaware, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. 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 TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.



(e) This Agreement, the other Transaction Documents, the schedules and exhibits attached
hereto and thereto and the instruments referenced herein and therein constitute the entire
agreement among the parties hereto and thereto solely 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, the other Transaction Documents, the
schedules and exhibits attached hereto and thereto and the instruments referenced herein and
therein supersede all prior agreements and understandings among the parties hereto solely with
respect to the subject matter hereof and thereof; provided, however, nothing contained in this
Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on
any agreements any Investor has entered into with the Issuer or any of its Subsidiaries prior to
the date hereof with respect to any prior investment made by such Investor in the Issuer, (ii)
waive, alter, modify or amend in any respect any obligations of the Issuer or any of its
Subsidiaries or any rights of or benefits to any Investor or any other Person in any agreement
entered into prior to the date hereof between or among the Issuer and/or any of its Subsidiaries
and any Investor and all such agreements shall continue in full force and effect or (iii) limit any
obligations of the Issuer under any of the other Transaction Documents.



(f) Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the
benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.
This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person,
other than the parties hereto, their respective permitted successors and assigns and the Persons
referred to in Sections 6 and 7 hereof.



(g) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each
pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural
forms thereof. The terms “including,” “includes,” “include” and words of like import shall be
construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the
provision in which they are found.



(h) This Agreement may be executed in two or more identical counterparts, all of which 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.



(i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents as any other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.



(j) 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. Notwithstanding anything to the contrary set forth in Section 10, terms used in this
Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such
terms on the Closing Date in such other Transaction Documents unless otherwise consented to in
writing by each Investor.



(k) The obligations of each Investor under this Agreement and the other Transaction Documents
are several and not joint with the obligations of any other Investor, and no Investor shall be
responsible in any way for the performance of the obligations of any other Investor under this
Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction
Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to
constitute the Investors as, and the Issuer acknowledges that the Investors do not so constitute, a
partnership, an association, a joint venture or any other kind of group or entity, or create a
presumption that the Investors are in any way acting in concert or as a group or entity with
respect to such obligations or the transactions contemplated by the Transaction Documents or any
matters, and the Issuer acknowledges that the Investors are not acting in concert or as a group,
and the Issuer shall not assert any such claim, with respect to such obligations or the
transactions contemplated by this Agreement or any of the other the Transaction Documents. Each
Investor shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and
it shall not be necessary for any other Investor 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
Issuer contained herein was solely in the control of the Issuer, not the action or decision of any
Investor, and was done solely for the convenience of the Issuer and not because it was required or
requested to do so by any Investor. It is expressly understood and agreed that each provision
contained in this Agreement and in each other Transaction Document is between the Issuer and an
Investor, solely, and not between the Issuer and the Investors collectively and not between and
among Investors.



[signature pages follow]IN WITNESS WHEREOF, the Holders and the Issuer have caused
their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.



	 	 	 
	TECHNISCAN, INC.
	By:

	 	/s/ David C. Robinson
	
 
	 	 
	Name:

Title:

	 	David C. Robinson

Chief Executive Officer






	 	 	 


HOLDERS:                  }
By:      Biotex Pharma Investments LLC
Name:    /s/ Robert Kessler

Title:   Member           }
By:      Danal International Trading Corp.
Name:    /s/ Viktor Kordash

Title:   President                  }
By:      /s/ Kenneth G. Hungerford II

Name:    Kenneth G. Hungerford II
By:      /s/ Richard J. Stanley
Name:
         Richard J. Stanley
By:      /s/ Michael J. Jandernoa
Name:
         Michael J. Jandernoa
HOLDERS:

	By:	 	Biotex Pharma Investments LLC
	Name:	 	/s/ Robert Kessler
	Title:	 	Member
	By:	 	Danal International Trading Corp.
	Name:	 	/s/ Viktor Kordash
	Title:	 	President
	By:	 	/s/ Kenneth G. Hungerford II
	Name:	 	Kenneth G. Hungerford II
	By:	 	/s/ Richard J. Stanley
	Name:	 	 
	 	 	Richard J. Stanley
	By:	 	/s/ Michael J. Jandernoa
	Name:	 	 
	 	 	Michael J. Jandernoa