Exhibit 10.6


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”) is made and
entered into as of December 28, 2005, by and among CORGENIX MEDICAL
CORPORATION, a Nevada corporation (the “Company”), and TRUK OPPORTUNITY FUND,
LLC (“Truk Opportunity”), TRUK INTERNATIONAL FUND, LP (“Truk International”),
and CAMOFI MASTER LDC (“CAMOFI”) (Truk Opportunity, Truk International, and
CAMOFI each a “Purchaser” and together the “Purchasers”).


 


This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchasers and the Company (as
amended, modified or supplemented from time to time, the “Securities Purchase
Agreement”), and pursuant to the Notes and the Warrants referred to therein.


 


The Company and the Purchasers hereby agree as follows:


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means shares of the Company’s common stock, par value $0.001 per share.


 


“Effectiveness Date”
means (i) with respect to the initial Registration Statement required to be
filed hereunder, a date no later than one-hundred-eighty (180) days following
the date hereof and (ii) with respect to each additional Registration Statement
required to be filed hereunder, a date no later than forty (40) days following
the applicable Filing Date.


 


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


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor
statute.


 


“Filing Date”
means, (i) with respect to the initial Registration Statement required to be
filed hereunder, a date no later than ninety (90) days following the date
hereof, and (ii) with respect to shares of Common Stock issuable to the Holder
as a result of adjustments to the Fixed Conversion Price made pursuant to the
Securities Purchase Agreement, any Notes or the Warrants or otherwise, thirty
(30) days after the occurrence of such event or the date of the adjustment of
the Fixed Conversion Price.


 


“Holder” or “Holders” means a Purchaser or the Purchasers, as the case
may be or any of their affiliates or transferees to the extent any of them hold
Registrable Securities.


 


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


 





















 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus”
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means the shares of Common Stock issued upon the conversion of any Note (as
defined in the Securities Purchase Agreement) and issuable upon exercise of the
Warrants.


 


“Registration Statement”
means each registration statement required to be filed hereunder, including the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.


 


“Rule 144” means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


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


 


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


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor statute.


 


“Securities Purchase
Agreement” shall have the meaning provided above.


 


“Trading Market”
means any of the OTCBB, NASDAQ SmallCap Market, the Nasdaq National Market, the
American Stock Exchange or the New York Stock Exchange.


 


“Warrants”
means, collectively, the Common Stock purchase warrants issued pursuant to the
Securities Purchase Agreement.


 


2





















 


2.             Registration.


 


(a)           On or prior to the applicable Filing
Date the Company shall prepare and file with the Commission a Registration
Statement covering the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. 
The Registration Statement shall be on Form SB-2 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form
SB-2, in which case such registration shall be on another appropriate form in
accordance herewith).  The Company shall
cause the Registration Statement to become effective and remain effective as
provided herein.  The Company shall use
its reasonable commercial efforts to cause the Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the Effectiveness Date.  The Company shall use its reasonable
commercial efforts to keep the Registration Statement continuously effective
under the Securities Act until the date which is the earlier date of when (i)
all Registrable Securities have been sold or (ii) all Registrable Securities
may be sold immediately without registration under the Securities Act and
without volume restrictions pursuant to Rule 144(k), as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders (the “Effectiveness Period”).


 


(b)           If: (i) the Registration Statement is
not filed on or prior to the Filing Date; (ii) the Registration Statement is
not declared effective by the Commission by the Effectiveness Date; (iii) after
the Registration Statement is filed with and declared effective by the
Commission, the Registration Statement ceases to be effective (by suspension or
otherwise) as to all Registrable Securities to which it is required to relate
at any time prior to the expiration of the Effectiveness Period (without being
succeeded immediately by an additional registration statement filed and
declared effective) for a period of time which shall exceed 30 days in the
aggregate per year or more than 20 consecutive calendar days (defined as a
period of 365 days commencing on the date the Registration Statement is
declared effective); or (iv) the Common Stock is not listed or quoted, or is
suspended from trading on any Trading Market for a period of three (3)
consecutive Trading Days (provided the Company shall not have been able to cure
such trading suspension within 30 days of the notice thereof or list the Common
Stock on another Trading Market); (any such failure or breach being referred to
as an “Event,” and for purposes of clause (i) or (ii) the date on which such
Event occurs, or for purposes of clause (iii) the date on which such 30 day or
20 consecutive day period (as the case may be) is exceeded, or for purposes of
clause (iv) the date on which such three (3) Trading Day period is exceeded,
being referred to as “Event Date”), then until the applicable Event is cured,
the Company shall pay to each Holder an amount in cash, as liquidated damages
and not as a penalty, equal to 1.5% for each thirty (30) day period (prorated
for partial periods) on a daily basis the original principal amount of the Term
Note (as defined in the Securities Purchase Agreement) held by such Holder held
by such Holder.  While such Event
continues, such liquidated damages shall be paid not less often than each
thirty (30) days.  Any unpaid liquidated
damages as of the date when an Event has been cured by the Company shall be
paid within three (3) days following the date on which such Event has been
cured by the Company.


 


3





















 


(c)           Within three business days of the
Effectiveness Date, the Company shall cause its counsel to issue a blanket
opinion in the form attached hereto as Exhibit A, to the transfer agent stating
that the shares are subject to an effective registration statement and can be
reissued free of restrictive legend upon notice of a sale by any of the
Purchasers and confirmation by such Purchaser that it has complied with the
prospectus delivery requirements, provided that the Company has not advised the
transfer agent orally or in writing that the opinion has been withdrawn. Copies
of the blanket opinion required by this Section 2(c) shall be delivered to the
Purchasers within the time frame set forth above.


 


3.             Registration Procedures.  If and whenever the Company is required by
the provisions hereof to effect the registration of any Registrable Securities
under the Securities Act, the Company will, as expeditiously as possible:


 


(a)           prepare and file with the Commission
the Registration Statement with respect to such Registrable Securities, respond
as promptly as possible to any comments received from the Commission, and use
its best efforts to cause the Registration Statement to become and remain
effective for the Effectiveness Period with respect thereto, and promptly
provide to the Purchasers copies of all filings and Commission letters of
comment relating thereto;


 


(b)           prepare and file with the Commission
such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement and to keep such
Registration Statement effective until the expiration of the Effectiveness
Period;


 


(c)           furnish to the Purchasers such number
of copies of the Registration Statement and the Prospectus included therein
(including each preliminary Prospectus) as the Purchasers reasonably may
request to facilitate the public sale or disposition of the Registrable
Securities covered by the Registration Statement;


 


(d)           use its commercially reasonable
efforts to register or qualify the Purchasers’ Registrable Securities covered
by the Registration Statement under the securities or “blue sky” laws of such
jurisdictions within the United States as the Purchasers may reasonably
request, provided, however, that the Company shall not for any such purpose be
required to qualify generally to transact business as a foreign corporation in
any jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;


 


(e)           list the Registrable Securities
covered by the Registration Statement with any securities exchange on which the
Common Stock of the Company is then listed;


 


(f)            immediately notify the Purchasers at
any time when a Prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event of which the Company has
knowledge as a result of which the Prospectus contained in


 


4





















 


such Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing; and


 


(g)           make available for inspection by the
Purchasers and any attorney, accountant or other agent retained by the
Purchasers, all publicly available, non-confidential financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company’s officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the attorney,
accountant or agent of the Purchasers.


 


4.             Registration Expenses.  All expenses relating to the Company’s
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with complying with state
securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders (to the extent such counsel is required due to the
Company’s failure to meet any of its obligations hereunder), are called “Registration
Expenses”. All selling commissions applicable to the sale of Registrable
Securities, including any fees and disbursements of any special counsel to the
Holders beyond those included in Registration Expenses, are called “Selling
Expenses.”  The Company shall only be
responsible for all Registration Expenses.


 


5.             Indemnification.


 


(a)           In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless each of the Purchasers, and their
respective officers, directors and each other person, if any, who controls any
of the Purchasers within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which any of the
Purchasers, or such persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement under which such Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary Prospectus or final
Prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Purchasers, and each such person
for any reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by or on
behalf of any of the Purchasers or any such person in writing specifically for
use in any such document.


 


5





















 


(b)           In the event of a registration of the
Registrable Securities under the Securities Act pursuant to this Agreement,
each of the Purchasers will indemnify and hold harmless the Company, and its
officers, directors and each other person, if any, who controls the Company
within the meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact which was furnished in writing by such Purchaser to the Company expressly
for use in (and such information is contained in) the Registration Statement
under which such Registrable Securities were registered under the Securities
Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse the Company and each such person for any
reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that such Purchaser will be liable in any such case if and
only to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished in writing to
the Company by or on behalf of such Purchaser specifically for use in any such
document.  Notwithstanding the provisions
of this paragraph, no Purchaser shall be required to indemnify any person or
entity in excess of the amount of the aggregate net proceeds received by such
Purchaser in respect of Registrable Securities in connection with any such
registration under the Securities Act.


 


(c)           Promptly after receipt by a party
entitled to claim indemnification hereunder (an “Indemnified Party”) of notice
of the commencement of any action, such Indemnified Party shall, if a claim for
indemnification in respect thereof is to be made against a party hereto
obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify
the Indemnifying Party in writing thereof, but the omission so to notify the
Indemnifying Party shall not relieve it from any liability which it may have to
such Indemnified Party other than under this Section 5(c) and shall only
relieve it from any liability which it may have to such Indemnified Party under
this Section 5(c) if and to the extent the Indemnifying Party is prejudiced by
such omission. In case any such action shall be brought against any Indemnified
Party and it shall notify the Indemnifying Party of the commencement thereof,
the Indemnifying Party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such Indemnified Party, and, after notice from the Indemnifying
Party to such Indemnified Party of its election so to assume and undertake the
defense thereof, the Indemnifying Party shall not be liable to such Indemnified
Party under this Section 5(c) for any legal expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof; if the
Indemnified Party retains its own counsel, then the Indemnified Party shall pay
all fees, costs and expenses of such counsel, provided, however, that, if the
defendants in any such action include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to


 


6





















 


those available to the
Indemnifying Party or if the interests of the Indemnified Party reasonably may
be deemed to conflict with the interests of the Indemnifying Party, the
Indemnified Party shall have the right to select one separate counsel and to
assume such legal defenses and otherwise to participate in the defense of such
action, with the reasonable expenses and fees of such separate counsel and
other expenses related to such participation to be reimbursed by the
Indemnifying Party as incurred.


 


(d)           In order to provide for just and
equitable contribution in the event of joint liability under the Securities Act
in any case in which either (i) the Purchasers, or any officer, director or
controlling person of the Purchasers, makes a claim for indemnification
pursuant to this Section 5 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 5 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of the Purchasers or such
officer, director or controlling person of the Purchasers in circumstances for
which indemnification is provided under this Section 5; then, and in each such
case, the Company and the Purchasers will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that each Purchaser is responsible only for
the portion represented by the percentage that the public offering price of its
securities offered by the Registration Statement bears to the public offering
price of all securities offered by such Registration Statement, provided,
however, that, in any such case, (A) no Purchaser will be required to
contribute any amount in excess of the public offering price of all such
securities offered by it pursuant to such Registration Statement; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.


 


6.             Representations and Warranties.


 


(a)           The Common Stock of the Company is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except
with respect to certain matters which the Company has disclosed to the
Purchasers on Schedule 4.21 to the Securities Purchase Agreement, the Company
has timely filed all proxy statements, reports, schedules, forms, statements
and other documents required to be filed by it under the Exchange Act.  The Company has filed (i) its Annual Report
on Form 10-KSB for its fiscal year ended June 30, 2005 and (ii) its
Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30,
2005 (collectively, the “SEC Reports”). 
Each SEC Report was, at the time of its filing, in substantial
compliance with the requirements of its respective form and none of the SEC
Reports, nor the financial statements (and the notes thereto) included in the
SEC Reports, as of their respective filing dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The financial statements of the Company
included in the SEC Reports comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the Commission or other


 


7





















 


applicable rules and
regulations with respect thereto.  Such
financial statements have been prepared in accordance with generally accepted
accounting principles (“GAAP”) applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed) and fairly
present in all material respects the financial condition, the results of
operations and the cash flows of the Company and its subsidiaries, on a
consolidated basis, as of, and for, the periods presented in each such SEC
Report.


 


(b)           The Common Stock is listed for
trading on the OTCBB and satisfies all requirements for the continuation of
such listing.  The Company has not
received any notice that its Common Stock will be delisted from the OTCBB
(except for prior notices which have been fully remedied) or that the Common
Stock does not meet all requirements for the continuation of such listing.


 


(c)           Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would cause the offering of the
Securities pursuant to the Securities Purchase Agreement to be integrated with
prior offerings by the Company for purposes of the Securities Act which would
prevent the Company from selling the Common Stock pursuant to Rule 506 under
the Securities Act, or any applicable exchange-related stockholder approval
provisions, nor will the Company or any of its affiliates or subsidiaries take
any action or steps that would cause the offering of such Securities to be
integrated with other offerings.


 


(d)           The Warrants, the Notes and the
shares of Common Stock which the Purchasers may acquire pursuant to the
Warrants and the Notes are all restricted securities under the Securities Act
as of the date of this Agreement.  The
Company will not issue any stop transfer order or other order impeding the sale
and delivery of any of the Registrable Securities at such time as such
Registrable Securities are registered for public sale or an exemption from
registration is available, except as required by federal or state securities
laws.


 


(e)           The Company understands the nature of
the Registrable Securities issuable upon the conversion of the Notes and the
exercise of the Warrants and recognizes that the issuance of such Registrable
Securities may have a potential dilutive effect.  The Company specifically acknowledges that
its obligation to issue the Registrable Securities is binding upon the Company
and enforceable regardless of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.


 


(f)            Except for agreements made in the
ordinary course of business, there is no agreement that has not been filed with
the Commission as an exhibit to a registration statement or to a form required
to be filed by the Company under the Exchange Act, the breach of which could
reasonably be expected to have a material and adverse effect on the Company and
its subsidiaries, or would prohibit or otherwise interfere with the ability of
the Company to enter into and perform any of its obligations under this
Agreement in any material respect.


 


8





















 


(g)           The Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock for the
full conversion of the Notes and the exercise of the Warrants.


 


7.             Miscellaneous.


 


(a)           Remedies.  In the event of a breach by the Company or by
a Holder, of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this
Agreement.


 


(b)           No Piggyback on Registrations.  Except as and to the extent specified in
Schedule 7(b) hereto, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include
securities of the Company in any Registration Statement other than the
Registrable Securities, and the Company shall not after the date hereof enter
into any agreement providing any such right for inclusion of shares in the
Registration Statement to any of its security holders. Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously
entered into any agreement granting any registration rights with respect to any
of its securities to any Person that have not been fully satisfied.


 


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


 


(d)           Discontinued Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of a Discontinuation Event (as defined below), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it
is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies
of any additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph.  For purposes of this Section
7(d), a “Discontinuation Event” shall mean (i) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement (the
Company shall provide true and complete copies thereof and all written
responses thereto to each of the Holders); (ii) any request by the Commission
or any other Federal or state governmental authority for amendments or
supplements to such Registration Statement or Prospectus or for additional
information; (iii) the issuance by the Commission of any stop order suspending
the effectiveness of such Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of


 


9





















 


the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of
any Proceeding for such purpose; and/or (v) the occurrence of any event or
passage of time that makes the financial statements included in such
Registration Statement ineligible for inclusion therein or any statement made
in such Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to such Registration Statement, Prospectus or
other documents so that, in the case of such Registration Statement or
Prospectus, as the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(e)           Piggy-Back Registrations.  If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with
the Commission a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of
such determination and, if within fifteen days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
holder requests to be registered to the extent the Company may do so without
violating registration rights of others which exist as of the date of this
Agreement, subject to customary underwriter cutbacks applicable to all holders
of registration rights and subject to obtaining any required consent of any
selling stockholder(s) to such inclusion under such registration statement.


 


(f)            Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of certain Holders
and that does not directly or indirectly affect the rights of other Holders may
be given by Holders of at least a majority of the Registrable Securities to
which such waiver or consent relates; provided, however, that the provisions of
this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding sentence.


 


(g)           Notices.  Any notice or request hereunder may be given
to the Company or the Purchasers at the respective addresses set forth below or
as may hereafter be specified in a notice designated as a change of address
under this Section 7(g).  Any notice or
request hereunder shall be given by registered or certified mail, return
receipt requested, hand delivery, overnight mail, Federal Express or other
national overnight next day carrier (collectively, “Courier”) or telecopy
(confirmed by mail).  Notices and


 


10





















 


requests shall be, in the
case of those by hand delivery, deemed to have been given when delivered to any
party to whom it is addressed, in the case of those by mail or overnight mail,
deemed to have been given three (3) business days after the date when deposited
in the mail or with the overnight mail carrier, in the case of a Courier, the
next business day following timely delivery of the package with the Courier,
and, in the case of a telecopy, when confirmed. 
The address for such notices and communications shall be as follows:


 


	
  If to the Company:

  	
   

  	
  CORGENIX MEDICAL
  CORPORATION

  12061 Tejon Street

  Westminster, CO 80234

  Attention: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  If to a Purchaser:

  	
   

  	
  In the case of Truk
  Opportunity or Truk

  International

  c/o RAM Capital Resources, LLC

  One East 52nd Street

  Sixth Floor

  New York, NY 10022

  Attention: Stephen E. Saltzstein

  

  In the case of CAMOFI:

  350 Madison Avenue

  New York, NY 10017

  

  Copy to:

  

  Torys LLP

  237 Park Avenue

  New York, NY 10017

  Attention: Andrew J Beck, Esq.

  
	
   

  	
   

  	
   

  
	
  If to any other Person
  who is

  then the registered Holder:

  	
   

  	
  To the address of such
  Holder as it appears in the stock transfer books of the Company

  



 


or such other address as may be designated in writing
hereafter in accordance with this Section 7(g) by such Person.


 


(h)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Holder. The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under
the Securities Purchase Agreement and each Term Note.


 


(i)            Execution and Counterparts.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same Agreement. In


 


11





















 


the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


 


(j)            Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all Proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by
this Agreement shall be commenced exclusively in the state and federal courts
sitting in the City of New York, Borough of Manhattan. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such court or that such
Proceeding is improper.  Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby. If either party
shall commence a Proceeding to enforce any provisions of this Agreement, the
Securities Purchase Agreement, or any Related Agreement, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its
reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.


 


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


 


(l)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


12





















 


(m)          Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]


 


13





















 


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


 


 


	
  CORGENIX
  MEDICAL CORPORATION

  	
   

  	
  TRUK OPPORTUNITY FUND, LLC

  
	
   

  	
   

  	
  By:
  Atoll Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Douglass Simpson

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  Saltzstein

  	
   

  
	
  Name:

  	
  Douglass
  Simpson

  	
   

  	
   

  	
  Name:

  	
  Stephen
  Saltzstein

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUK INTERNATIONAL FUND, LP

  
	
   

  	
   

  	
  By:
  Atoll Asset Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  Saltzstein

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen
  Saltzstein

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Principal

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAMOFI MASTER LDC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey
  M. Hass

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey M.
  Hass

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
								



 


14





















 


EXHIBIT A


 


[Month     ,
2006]


 


[Transfer
Agent]


 


Re:                                     Corgenix Medical Corporation Registration
Statement on Form SB-2


 


Ladies and Gentlemen:


 


As counsel to Corgenix Medical Corporation, a Nevada corporation (the “Company”),
we have been requested to render our opinion to you in connection with the
resale by the individuals or entitles listed on Schedule A attached hereto (the
“Selling Stockholders”), of an aggregate of [amount] shares (the “Shares”) of
the Company’s Common Stock.


 


A Registration Statement on Form SB-2 under the Securities Act of 1933,
as amended (the “Act”), with respect to the resale of the Shares was declared
effective by the Securities and Exchange Commission on [date].  Enclosed is the Prospectus dated [date].  We understand that the Shares are to be
offered and sold in the manner described in the Prospectus.


 


Based upon the foregoing, upon request by the Selling Stockholders at
any time while such registration statement remains effective, it is our opinion
that the Shares have been registered for resale under the Act and new
certificates evidencing the Shares upon their transfer or re-registration by
the Selling Stockholders may be issued without restrictive legend.  We will advise you if such registration
statement is not available or effective at any point in the future.


 


Very
truly yours,


 


 


[Company
counsel]


 





















 


Schedule A


 


	
  Selling Stockholder

  	
   

  	
  Shares

  Being Offered

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 





















 


Schedule 7(b)