(b) “Agreement” has the meaning set forth in the Preamble.     (c) “Common Stock” has the meaning set forth in the Recitals.     (d) “Company” has the meaning set forth in the Preamble.     (e) “Distribution” has the meaning set forth in the Recitals.     (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and therules and regulations promulgated thereunder, all as the same shall be in effect at the time.     (g) “FINRA” means the Financial Industry Regulatory Authority, Inc.     (h) “Form S-1” means such form under the Securities Act as in effect on the datehereof or any registration form under the Securities Act subsequently adopted by the SEC used forthe initial public offering of securities.     (i) “Form S-3” means such form under the Securities Act as in effect on the datehereof or any registration form under the Securities Act subsequently adopted by the SEC whichpermits inclusion or incorporation of substantial information by reference to other documents filedby the Company with the SEC.     (j) “Holder” means any Person owning or having the right to acquire RegistrableSecurities, or any assignee thereof in accordance with Section 11 hereof. If the Company receivesconflicting instructions, notices or elections from two or more Persons with respect to the sameRegistrable Securities, the Company may act upon the basis of the instructions, notice or electionreceived from the registered owner of such Registrable Securities.     (k) “Initiating Holders” has the meaning set forth in Section 2(a).     (l) “Investment Agreement” has the meaning set forth in the Recitals.     (m) “Investor” has the meaning set forth in the Preamble.     (n) “Investor Shares” means 6,611,998 shares of Common Stock, consisting of (i)2,802,442 shares of Common Stock received by the Investors in the Distribution, (ii) 1,150,000shares of Common Stock acquired by the Investors in the Rights Offering and (iii) 2,659,556 sharesof Common Stock acquired by the Investors pursuant to the Investment Agreement.     (o) “Majority Holders” means Holders of a majority of Registrable Securities thenoutstanding.     (p) “Permitted Transferee” means, with respect to any Investor, any Affiliate of suchInvestor.
 

 
     (q) “Person” means any individual, partnership, corporation, joint venture, limitedliability company, association, trust, unincorporated organization, or government or agency orpolitical subdivision thereof or any other entity of whatever nature.     (r) “Piggyback Registration” has the meaning set forth in Section 3.     (s) “Register,” “registered,” and “registration” refer to aregistration effected by preparing and filing a registration statement or similar document incompliance with the Securities Act, and the declaration or ordering of effectiveness of suchregistration statement or document by the SEC.     (t) “Registrable Securities” means (i) the Investor Shares and (ii) any shares ofCommon Stock hereafter distributed by the Company as a result of a stock dividend, stock split,reclassification, recapitalization or otherwise by virtue of the ownership of the Investor Sharesdescribed in the immediately preceding clause (i); provided, however, that any suchsecurities shall cease to be Registrable Securities when (A) such securities shall have beenregistered under the Securities Act, the registration statement with respect to the sale of suchsecurities shall have become effective under the Securities Act and such securities shall have beendisposed of pursuant to such effective registration statement; (B) such securities shall have beenotherwise transferred, if new certificates or other evidences of ownership for them not bearing alegend restricting further transfer and not subject to any stop transfer order or otherrestrictions on transfer shall have been delivered by the Company and subsequent disposition ofsuch securities shall not require registration or qualification of such securities under theSecurities Act or any state securities law then in force; (C) such securities shall cease to beoutstanding; (D) the holding period that would be applicable under Rule 144 of the Securities Actexpires, such securities are freely tradable by the Holder thereof under Rule 144 without regard tovolume limitations or other restrictions and the Company shall have removed any restrictive legendsand stop transfer restrictions with respect to such securities; or (E) such securities are sold tothe public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) underthe Securities Act.     (u) “Request” has the meaning set forth in Section 2(a).     (v) “Rights Offering” has the meaning set forth in the Recitals.     (w) “Rule 144” means Rule 144 under the Securities Act, as such rule may be amendedfrom time to time, or any similar rule or regulation hereafter adopted by the SEC.     (x) “Rule 144A” means Rule 144A under the Securities Act, as such rule may be amendedfrom time to time, or any similar rule or regulation hereafter adopted by the SEC.     (y) “SEC” means the Securities and Exchange Commission.     (z) “Securities Act” means the Securities Act of 1933, as amended, or any similarfederal statute and the rules and regulations of the SEC thereunder, all as the same shall be ineffect at the time.
 

 
     (aa) “Time of Sale Information” means any registration statement filed under orreferred to in this Agreement including any preliminary prospectus or final prospectus containedtherein and any amendments or supplements thereto and each “free-writing prospectus” (as definedpursuant to Rule 405 under the Securities Act) used, disseminated or filed in connection therewith.     (bb) “Violation” means any of the following statements, omissions or violations: (i)any untrue statement or alleged untrue statement of a material fact contained or incorporated byreference in a registration statement filed under or referred to in this Agreement, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplementsthereto, any other Time of Sale Information, or any documents filed under state securities or “bluesky” laws in connection therewith, (ii) the omission or alleged omission to state therein amaterial fact required to be stated therein, including, without limitation, in any documentincorporated by reference therein, or necessary to make the statements therein, including, withoutlimitation, in any document incorporated by reference therein, not misleading, or (iii) anyviolation or alleged violation by the Company of the Securities Act, the Exchange Act, any statesecurities law or any rule or regulation promulgated under the Securities Act, the Exchange Act orany state securities law arising from, relating to or in connection with the offer and sale ofRegistrable Securities pursuant to this Agreement.     2. Demand Registration.     (a) Request for Demand Registration. If the Company shall receive a written request(a “Request”) from the Investors (or their Permitted Transferees) (the “InitiatingHolders”) that the Company file a registration statement under the Securities Act to registerall or such lesser number of Registrable Securities held by the Initiating Holders, then theCompany shall, within ten (10) days of the receipt thereof, give written notice of such request toall Holders and, subject to the limitations of Section 2(d) below, shall file (as expeditiously aspracticable, but in no event (i) earlier than ninety (90) days following the closing of the RightsOffering) or (ii) later than one hundred twenty (120) days after the closing of the Rights Offeringor thirty (30) days after the Request, if later, and use commercially reasonable efforts to effect,a registration statement on Form S-1 under the Securities Act with respect to all RegistrableSecurities which the Holders request to be registered within twenty (20) days of the mailing ofsuch notice by the Company in accordance with Section 18 below.     (b) If the Initiating Holders intend to distribute the Registrable Securities covered by theirrequest pursuant to Section 2(a) by means of an underwriting, they shall so advise the Company as apart of their request made pursuant to this Section 2 and the Company shall include suchinformation in the written notice referred to in Section 2(a). In such event, the right of anyHolder to include such Holder’s Registrable Securities in such registration shall be conditionedupon such Holder’s participation in such underwriting and the inclusion of such Holder’sRegistrable Securities in the underwriting (unless otherwise mutually agreed by a majority ininterest of the Initiating Holders and such Holder) to the extent provided herein. A majority ininterest of the Initiating Holders of Registrable Securities participating in the underwriting, inconsultation with the Company, shall select the managing underwriter or underwriters in suchunderwriting.
 

 
     (c) All Holders proposing to distribute their securities through such underwriting shall(together with the Company as provided in Section 4(f)) enter into an underwriting agreement incustomary form with the underwriter or underwriters selected for such underwriting by a majority ininterest of the Initiating Holders; provided, however, that no Holder participatingin such underwriting shall be required to make any representations, warranties or indemnitiesexcept as they relate to such Holder’s ownership of shares and authority to enter into theunderwriting agreement and to such Holder’s intended method of distribution, and the liability ofsuch Holder shall be limited to an amount equal to the net proceeds from the offering received bysuch Holder.     (d) Notwithstanding any other provision of this Section 2, if the underwriter advises theInitiating Holders in writing that marketing factors require a limitation of the number of sharesto be underwritten, then the Initiating Holders shall so advise the Company and the Company shallso advise all Holders of Registrable Securities which would otherwise be underwritten pursuanthereto, and the number of shares of Registrable Securities that may be included in the underwritingshall be allocated among Holders of Registrable Securities that have elected to participate in suchunderwritten offering, in proportion (as nearly as practicable) to the aggregate amount ofRegistrable Securities held by all such Holders, until such Holders have included in theunderwriting all shares requested by such Holders to be included. Without the consent of amajority in interest of the Holders of Registrable Securities participating in a registrationreferred to in Section 2(a), no securities other than Registrable Securities shall be covered bysuch registration if the inclusion of such other securities would result in a reduction of thenumber of Registrable Securities covered by such registration or included in any underwriting orif, in the opinion of the managing underwriter, the inclusion of such other securities wouldadversely impact the marketing of such offering.     (e) The Company shall not be obligated to effect in the case of a demand request pursuant to aRequest in accordance with the provisions of Section 2(a), more than one (1) registration,provided, however, that once the Company has satisfied the requirements to file aForm S-3 there shall be no limit on the number of demand requests made by the Initiating Holderswith respect to any and all Registrable Securities held by them and not so registered pursuant to ademand request pursuant to a Request in accordance with the provisions of Section 2(a). In orderto count as the demand registration pursuant to Section 2(a), the registration statement in respectthereof must have not been withdrawn and all Registrable Securities which the Holders requested tobe registered pursuant to it must have been so included in an effective registration statement.Notwithstanding anything to the contrary set forth in this Section 2, and in particular, thelimitation on demand registrations set forth in this Section 2(e), if the Company has not satisfiedthe requirements to file a Form S-3 on or before January 1, 2009, the Initiating Holders shall havethe right to demand registration pursuant to Section 2(a) until all Registrable Securities held bythem (to the extent not registered pursuant to Section 2(a)) have been so registered.     3. Piggyback Registration. If (but without any obligation to do so) the Companyproposes to register (including for this purpose a registration effected by the Company forstockholders other than the Investors) any of its stock or other securities under the SecuritiesAct in connection with the public offering of such securities solely for cash (other than aregistration
 

 
on Form S-8 (or similar or successor form) relating solely to the sale of securities toparticipants in a Company stock option, stock purchase or other stock-based compensationarrangement to the extent includable on Form S-8 (or similar or successor form), or a registrationrelating solely to a transaction under Rule 145 of the Securities Act on Form S-4 (or similar orsuccessor form) or a registration in which the only Common Stock being registered is Common Stockissuable upon conversion of debt securities or Common Stock comprising part of a unit or otherwisesold in connection with the issuance or sale of debt securities which are also being registered)(each such registration not withdrawn or abandoned prior to the effective date thereof being hereincalled a “Piggyback Registration”), the Company shall, at such time, promptly give eachHolder of Registrable Securities written notice of such registration not later than thirty (30)days prior to the anticipated filing date of such Piggyback Registration. Upon the written requestof each Holder of Registrable Securities given within fifteen (15) days after the delivery of suchnotice by the Company in accordance with Section 18, the Company shall, subject to the provisionsof Section 8, use commercially reasonable efforts to cause to be registered under the SecuritiesAct all of the Registrable Securities that each such Holder of Registrable Securities has requestedto be registered. The Company shall have no obligation under this Section 3 to make any offeringof its securities, or to complete an offering of its securities that it proposes to make. Anyselling Holder of Registrable Securities shall be permitted to withdraw all or any part of itsRegistrable Securities from any Piggyback Registration at any time prior to the effective date ofsuch Piggyback Registration.     4. Obligations of the Company. Whenever required under this Agreement to effect theregistration of any Registrable Securities, the Company shall use its commercially reasonableefforts to:     (a) Prepare and file with the SEC a registration statement with respect to such RegistrableSecurities and use commercially reasonable efforts to cause such registration statement to becomeeffective, keep such registration statement effective for up to one hundred eighty (180) days oruntil the Holders have completed the distribution referred to in such registration statement,whichever occurs first (but in any event for at least any period required under the SecuritiesAct); provided that before filing such registration statement or any amendments thereto,the Company will furnish to the Holders copies of all such documents proposed to be filed andprovide the Initiating Holders not less than five (5) business days to review and comment on suchregistration statement or any amendment thereto.     (b) Prepare and file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection with such registration statement as may benecessary to comply with the provisions of the Securities Act with respect to the disposition ofall securities covered by such registration statement.     (c) Furnish to the Holders such number of copies of such registration statement and of eachamendment and supplement thereto (in each case including all exhibits), such number of copies ofthe prospectus contained in such registration statement (including each preliminary prospectus andany summary prospectus) and any free writing prospectus or other prospectus filed under Rule 424under the Securities Act, in conformity with the requirements of the Securities Act, and such otherdocuments as Holders may reasonably request in order to facilitate
 

 
the disposition of Registrable Securities owned by them.     (d) Use commercially reasonable efforts to register and qualify the securities covered by suchregistration statement for offer and sale under such other securities or “blue sky” laws of suchstates or jurisdictions as shall be reasonably requested by the Holders, provided that theCompany shall not be required in connection therewith or as a condition thereto (i) to qualify todo business in any state or jurisdiction where it would not otherwise be required to qualify butfor the requirements of this clause (d), or (ii) to file a general consent to service of process inany such state or jurisdiction.     (e) Use diligent efforts to cause all Registrable Securities covered by such registrationstatement to be registered with or approved by such other governmental agencies or authorities asmay be necessary by virtue of the Company’s business or operations to enable the seller or sellersthereof to consummate the disposition of such Registrable Securities.     (f) In the event of any underwritten public offering, enter into and perform its obligationsunder an underwriting agreement, in usual and customary form, with the managing underwriter of suchoffering.     (g) Notify each Holder of Registrable Securities covered by such registration statement at anytime when a prospectus relating thereto is required to be delivered under the Securities Act of thehappening of any event of which it has knowledge as a result of which the prospectus included insuch registration statement, as then in effect, includes an untrue statement of a material fact oromits to state a material fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing.     (h) Notify each Holder of Registrable Securities covered by such registration statement andsuch Holder’s underwriters, if any, and confirm such advice in writing: (i) when the registrationstatement has become effective, (ii) when any post-effective amendment to the registrationstatement becomes effective and (iii) of any request by the SEC for any amendment or supplement tothe registration statement or prospectus or for additional information.     (i) Cooperate with the selling holders of Registrable Securities and the managingunderwriters, if any, to facilitate the timely preparation and delivery of certificatesrepresenting Registrable Securities to be sold and not bearing any restrictive legends; and enablesuch Registrable Securities to be in such dominations and registered in such names as the managingunderwriters may request at least two (2) business days prior to any sale of Registrable Securitiesto the underwriters.     (j) If any fact contemplated by clause (g) above shall exist, prepare a supplement orpost-effective amendment to the Registration Statement or the related prospectus or any documentincorporated therein by reference or file any other required document so that, as thereafterdelivered to the purchasers of the Registrable Securities, the prospectus will not contain anuntrue of a material fact or omit to state any material fact required to be stated therein ornecessary to make the statements therein not misleading.
 

 
     (k) Notify each Holder of Registrable Securities if at any time the SEC should institute orthreaten to institute any proceedings for the purpose of issuing, or should issue, a stop ordersuspending the effectiveness of the Registration Statement. Upon the occurrence of any of theevents mentioned in the preceding sentence, the Company will use commercially reasonable efforts toprevent the issuance of any such stop order or to obtain the withdrawal thereof as soon aspossible. The Company will advise each Holder of Registrable Securities promptly of any order orcommunication of any public board or body addressed to the Company suspending or threatening tosuspend the qualification of any Registrable Securities for sale in any jurisdiction.     (l) Furnish, to any Holder requesting registration of Registrable Securities pursuant to thisAgreement, on the date that such Registrable Securities are delivered to the underwriters for salein connection with a registration pursuant to this Agreement, if such securities are being soldthrough underwriters, or, if such securities are not being sold through underwriters, on the datethat the registration statement with respect to such securities becomes effective, an opinion,dated such date, of the counsel representing the Company for the purposes of such registration, inform and substance as is customarily given to underwriters in an underwritten public offering andreasonably acceptable to the Holders requesting registration, addressed to the underwriters, ifany, and to the Holders requesting registration of Registrable Securities.     (m) On the date that the registration statement with respect to such securities becomeseffective, furnish a “comfort” letter dated such date, from the independent certified publicaccountants of the Company, in form and substance as is customarily given by independent certifiedpublic accountants to underwriters in an underwritten public offering, addressed to theunderwriters, if any, and to the Holders requesting registration of Registrable Securities, and, ifsuch securities are being sold through underwriters, a reaffirmation of such letter on the datethat such Registrable Securities are delivered to the underwriters for sale, and furnish, upon therequest of the Holders, all financial statements and officers’ certificates, in form and substanceas is customarily given to underwriters in an underwritten public offering.     (n) As soon as practicable after the effective date of the registration statement, and in anyevent within sixteen (16) months thereafter, have “made generally available to its securityholders” (within the meaning of Rule 158 under the Securities Act) an earning statement (which neednot be audited) covering a period of at least twelve (12) months beginning after the effective dateof the registration statement and otherwise complying with Section 11(a) of the Securities Act.     (o) Cause all such Registrable Securities registered pursuant hereunder to be listed on eachsecurities exchange or quotation system on which similar securities issued by the Company are thenlisted.     (p) Provide a transfer agent and registrar for all Registrable Securities registered pursuanthereunder and a CUSIP number for all such Registrable Securities, in each case not later than theeffective date of such registration and provide the transfer agent with printed certificates forRegistrable Securities in a form eligible for deposit with The Depositary Trust Company.
 

 
     (q) Make available for inspection by a representative of the Majority Holders, any underwriterparticipating in any disposition pursuant to such Registration Statement, and any attorney oraccountant retained by the sellers or underwriter all financial and other records, pertinentcorporate documents and properties of the Company, and cause the Company’s officers, directors andemployees to supply all information reasonably requested by any such representative, underwriter,attorney or accountant in connection with the registration, with respect to each at such time ortimes as the Company shall reasonably determine; subject to reasonable restrictions and agreementsto safeguard the confidentiality of confidential information.     (r) Cooperate and assist in any filings required to be made with the FINRA and in theperformance of any due diligence investigation by any underwriter (including any “qualifiedindependent underwriter” that is required to be retained in accordance with the rules andregulations of the FINRA).     5. Obligations of the Holders.     (a) It shall be a condition precedent to the obligations of the Company to take any actionpursuant to this Agreement with respect to the Registrable Securities of any selling Holder thatsuch Holder shall furnish to the Company such information regarding itself, the RegistrableSecurities held by it, and the intended method of disposition of such securities as shall bereasonably required to effect the registration of such Holder’s Registrable Securities. If anyregistration statement or comparable statement under the Securities Act refers to an Investor orany of their respective Affiliates, by name or otherwise, as the holder of any securities of theCompany then, unless counsel to the Company advises the Company that the Securities Act requiresthat such reference be included in any such statement, each such Holder shall have the right torequire the deletion of such reference to itself and its Affiliates.     (b) Upon receipt of any notice from the Company of the happening of any transaction oroccurrence of any event of the kind specified in Sections 4(g) or 4(k), such Holder will forthwithdiscontinue disposition of Registrable Securities pursuant to any registration statement at issueuntil such Holder’s receipt of copies of a supplemented or amended prospectus contemplated bySection 4(c) and receives notice that any post-effective amendment (if required) has becomeeffective or until it is advised in writing by the Company that the use of the applicableprospectus and registration statement may be resumed, and, if so directed by the Company, suchHolder will deliver to the Company (at the Company’s expense) all copies in such Holder’spossession, other than permanent file copies then in such Holder’s possession, of the registrationstatement and prospectus covering such Registrable Securities current at the time of receipt ofsuch notice.     6. Expenses of Demand Registration. All expenses (other than underwriting discountsand commissions with respect to any underwritten offering of Registrable Securities) incurred inconnection with registrations, filings or qualifications pursuant to Section 2, including, withoutlimitation, all registration, filing and qualification fees, printers’ and accounting fees, feesand disbursements of counsel for the Company, and the reasonable fees and disbursements of onecounsel (selected by the Initiating Holders) for the selling Holders shall be
 

 
borne by the Company.     7. Expenses of Company Registration. The Company shall bear and pay all expensesincurred in connection with any registration, filing or qualification of Registrable Securitieswith respect to the registrations pursuant to Section 3 for each Holder, including withoutlimitation all registration, filing and qualification fees, printers’ and accounting fees relatingor apportionable thereto and the fees and disbursements of one counsel for the selling Holders(selected by the Holders of a majority of the Registrable Securities being registered), butexcluding underwriting discounts and commissions relating to Registrable Securities.     8. Underwriting Requirements. In connection with any offering initiated by theCompany involving an underwriting of shares being issued by the Company, the Company shall not berequired under Section 3 to include any Holder’s securities in such underwriting unless such Holderaccepts the terms of the underwriting as agreed upon between the Company and the underwritersselected by it, and then only in such quantity as will not, in the written opinion of theunderwriters, exceed the largest number of securities requested to be included in such offeringwhich can be sold without having an adverse effect on such offering by the Company;provided, however, that no Holder participating in such underwriting shall berequired to make any representations, warranties or indemnities except as they relate to suchHolder’s ownership of shares and authority to enter into the underwriting agreement and to suchHolder’s intended method of distribution, and the liability of such Holder shall be limited to anamount equal to the net proceeds from the offering received by such Holder. If the total number ofsecurities, including Registrable Securities, requested by stockholders to be included in suchoffering (or in any other offering in which Holders shall have the right to include RegistrableSecurities pursuant to Section 3) exceeds the largest number of securities that, in the writtenopinion of the underwriters, the underwriters reasonably believe can be sold without having anadverse effect on such offering, then the Company shall be required to include in the offering onlythat number of such securities, including Registrable Securities, which the underwriters believewill not have an adverse effect on such offering, in the following priority:     (a) if initiated by the Company: (i) *first*, securities of the Company to be sold for theaccount of the Company and (ii) *second*, any securities beneficially owned by Robert F.X. Sillermanor any of his Affiliates requested to be included in the offering, the Registrable Securitiesrequested to be included by the Holders thereof and securities of the Company requested to beincluded by holders of registration rights granted by the Company after the date hereof, allocated(if necessary) pro rata on the basis of the number of Registrable Securities and the securities ofthe Company that such holders have so requested to be included; or     (b) if initiated by a Person (other than Robert F.X. Sillerman or his Affiliates) other thanthe Company: (i) first, the securities requested to be included by such other Person, (ii) second,the Registrable Securities requested to be included by Holders thereof, allocated (if necessary)pro rata on the basis of the number of Registrable Securities that each Holder has requested to beincluded in such offering, (iii) third, securities of the Company to be sold for the account of theCompany and (iv) fourth, any securities beneficially owned by Robert F.X. Sillerman or any of hisAffiliates requested to be included in the offering.
 

 
     (c) if initiated by Sillerman (or his Affiliates) (i) *first*, securities requested to beincluded by Robert F.X. Sillerman and his Affiliates and any Registrable Securities requested to beincluded by the Holders thereof allocated (if necessary) pro rata on the basis of the number ofRegistrable Securities and the securities of the Company that such holders have so requested to beincluded, (ii) *second*, securities of the Company requested to be included by holders ofregistration rights granted by the Company after the date hereof (to the extent that such holdershave the right to be so included), allocated (if necessary) pro rata on the basis of the number ofRegistrable Securities and (iii) *third*, securities of the Company to be sold for the account of theCompany.     For purposes of this Section 8 for any selling stockholder which is a Holder of RegistrableSecurities and which is a partnership, limited liability company or corporation, the partners,retired partners, members and shareholders of such Holder, or the estates and family members of anysuch partners, retired partners and members and any trusts for the benefit of any of the foregoingpersons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect tosuch “selling Holder” shall be based upon the aggregate amount of shares carrying registrationrights owned by all entities and individuals included in such “selling Holder,” as defined in thissentence.     9. Indemnification. In the event any Registrable Securities are included in aregistration statement under this Agreement:     (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder,its heirs, personal representatives, successors and assigns, each of such Holder’s partners,officers, directors, members, employees and affiliates, any underwriter (as defined in theSecurities Act) for such Holder and each Person, if any, who controls such Holder or underwriterwithin the meaning of the Securities Act or the Exchange Act against any losses, claims, damages orliabilities (joint or several) to which they may become subject under the Securities Act, theExchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon a Violation; and the Company willpay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred bythem in connection with investigating or defending any such loss, claim, damage, liability, oraction in enforcing this Section 9; provided, however, that the indemnity agreementcontained in this Section 9(a) shall not apply to amounts paid in settlement of any such loss,claim, damage, liability or action if such settlement is effected without the consent of theCompany (which consent shall not be unreasonably withheld, delayed or conditioned), nor shall theCompany be liable in any such case to a particular indemnified party for any such loss, claim,damage, liability or action solely to the extent that it arises out of or is based upon a Violationwhich occurs in reliance upon and in conformity with written information furnished expressly foruse in connection with such registration by or on behalf of such indemnified party;provided, further, that the indemnity agreement contained in this Section 9(a)shall not apply to any underwriter to the extent that any such loss is based on or arises out of anuntrue statement or alleged untrue statement of a material fact, or an omission or alleged omissionto state a material fact, contained in or omitted from any preliminary prospectus if the finalprospectus shall correct such untrue statement or alleged untrue statement, or such omission oralleged omission, and a copy of the final prospectus has not been sent or given to such Person
 

 
at or prior to the confirmation of sale to such Person.     (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless theCompany, each of its directors, each of its officers who has signed the registration statement,each Person, if any, who controls the Company within the meaning of the Securities Act, anyunderwriter, any other Person selling securities in such registration statement and any controllingPerson of any such underwriter or other Person, against any losses, claims, damages or liabilities(joint or several) to which any of the foregoing Persons may become subject, under the SecuritiesAct, the Exchange Act or other federal or state law, insofar as such losses, claims, damages orliabilities (or actions in respect thereto) arise out of or are based upon a Violation, in eachcase to the extent (and only to the extent) that such Violation solely occurs in reliance upon andin conformity with written information furnished by or on behalf of such Holder expressly for usein connection with such registration; and each such Holder will pay, as incurred, any legal orother expenses reasonably incurred by any Person intended to be indemnified pursuant to thisSection 9(b), in connection with investigating or defending any such loss, claim, damage,liability, or action; provided, however, that the indemnity agreement contained inthis Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage,liability or action if such settlement is effected without the consent of the Holder, which consentshall not be unreasonably withheld; and providedfurther, that, in no event shallthe liability of any Holder under this Section 9(b) exceed the net proceeds from the offeringreceived by such Holder; provided, further, that the indemnity agreement containedin this Section 9(b) shall not apply to any underwriter to the extent that any such loss is basedon or arises out of an untrue statement or alleged untrue statement of a material fact, or anomission or alleged omission to state a material fact, contained in or omitted from any preliminaryprospectus if the final prospectus shall correct such untrue statement or alleged untrue statement,or such omission or alleged omission, and a copy of the final prospectus has not been sent or givento such Person at or prior to the confirmation of sale to such Person.     (c) Promptly after receipt by an indemnified party under this Section 9 of notice of thecommencement of any action (including any governmental action), such indemnified party will, if aclaim in respect thereof is to be made against any indemnifying party under this Section 9, deliverto the indemnifying party a written notice of the commencement thereof and the indemnifying partyshall 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 the defense thereof withcounsel mutually satisfactory to the parties, acting reasonably; provided, however,that an indemnified party shall have the right to retain its own counsel, with the fees andexpenses to be paid by the indemnifying party, if representation of such indemnified party by thecounsel retained by the indemnifying party would be inappropriate due to actual or potentialdiffering interests between such indemnified party and any other party represented by such counselin such proceeding. The failure to deliver written notice to the indemnifying party within areasonable time of the commencement of any such action shall not relieve such indemnifying party ofany liability to the indemnified party under this Section 9 except if, and only to the extent that,the indemnifying party is actually prejudiced thereby; and such failure to deliver written noticeto the indemnifying party will not relieve it of any liability that it may have to any indemnifiedparty otherwise than under this Section 9. An indemnifying party may settle any action or claimunder this Section 9 at any time without the consent of the indemnified party so
 

 
long as such settlement involves no cost or liability to the indemnified party and includes anunconditional release of the indemnified party from all liability with respect to such claim oraction.     (d) The obligations of the Company and Holders under this Section 9 shall survive thecompletion of any offering of Registrable Securities in a registration statement under thisAgreement, and otherwise.     (e) Any indemnity agreements contained herein shall be in addition to any other rights toindemnification or contribution which any indemnified party may have pursuant to law or contractand shall remain operative and in full force and effect regardless of any investigation made oromitted by or on behalf of any indemnified party.     (f) If a court of competent jurisdiction holds that the foregoing indemnity is unavailable,then the indemnifying party shall contribute to the amount paid or payable by the indemnified partyas a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as isappropriate to reflect the relative benefits received by the indemnifying party on the one hand andthe indemnified party on the other (taking into consideration, among other things, the fact thatthe provision of the registration rights and indemnification hereunder was a material inducement tothe Investors to purchase Registrable Securities) or (ii) if the allocation provided by clause (i)above is not permitted by applicable law or provides a lesser sum to the indemnified party than theamount hereinafter calculated, in such proportion as is appropriate to reflect not only therelative benefits received by the indemnifying party on the one hand and the indemnified party onthe other (taking into consideration, among other things, the fact that the provision of theregistration rights and indemnification hereunder is a material inducement to the Investors topurchase Registrable Securities) but also the relative fault of the indemnifying party and theindemnified party as well as any other relevant equitable considerations. The relative fault shallbe determined by reference to, among other things, whether the untrue or alleged untrue statementof a material fact or the omission or alleged omission to state a material fact relates toinformation supplied by or on behalf of the indemnifying party or the indemnified party and theparties’ relative intent, knowledge, access to information and opportunity to correct or preventsuch untrue statement or omission. No Person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Personwho was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contraryin this Section 9, no Holder shall be required, pursuant to this Section 9, to contribute anyamount in excess of the net proceeds received by such indemnifying party from the sale ofsecurities in the offering to which the losses, claims, damages, liabilities or expenses of theindemnified party relate.     10. Reports Under the Exchange Act. With a view to making available to the Holdersthe benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC thatmay at any time permit a Holder to sell securities of the Company to the public withoutregistration or pursuant to a registration on Form S-3, the Company agrees at all times after 90days after any registration statement covering a public offering of securities of the Company underthe Securities Act shall have become effective, to:
 

 
     (a) make and keep public information available, as those terms are understood and defined inRule 144 under the Securities Act;     (b) use commercially reasonable efforts (without unreasonable expense) to enable the Holdersto utilize Form S-3 for the sale of their Registrable Securities;     (c) file with the SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and the Exchange Act; and     (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwithupon request (i) a written statement by the Company that it has complied with the reportingrequirements of Rule 144 under the Securities Act (at any time after the effective date of thefirst registration statement filed by the Company) and the Securities Act and Exchange Act (at anytime after it has become subject to such reporting requirements) or that it qualifies as aregistrant whose securities may be resold pursuant to Form S-3 (at any time it so qualifies), (ii)a copy of the most recent annual or quarterly report of the Company and such other reports anddocuments so filed by the Company, and (iii) such other information as may be reasonably requestedin availing any Holder of any rule or regulation of the SEC which permits the selling of any suchsecurities without registration or pursuant to such form.     11. Assignment of Registration Rights. The rights to cause the Company to registerRegistrable Securities pursuant to this Agreement may be assigned in whole or in part by a Holderto one or more of its Affiliates (including, without limitation, in the case of the Investors,transfers between them and to their respective members and partners and any members or partnersthereof) or to one or more transferees or assignees of the Registrable Securities owned by suchHolder, provided that (in each case) such transferee or assignee delivers to the Company awritten instrument by which such transferee or assignee agrees to be bound by the obligationsimposed on Holders under this Agreement to the same extent as if such transferee or assignee was aparty hereto; provided, further, such assignment shall not require registrationunder the Securities Act. Except as specifically permitted in the preceding sentence, neither thisAgreement nor any Holder’s rights or privileges under this Agreement can be assigned or transferredin whole or in part without the prior written consent of the other parties.     12. [Intentionally Omitted].     13. Amendment; Waiver. Any term of this Agreement may be amended only with thewritten consent of the Company and the Majority Holders. The observance of any provision of thisAgreement may be waived (either generally or in a particular instance and either retroactively orprospectively) only with the written consent of the party to be charged, provided that theMajority Holders may act on behalf of all Holders of Registrable Securities. Any amendment orwaiver effected in accordance with this Section 13 shall be binding upon each Holder of RegistrableSecurities at the time outstanding, each future Holder of all such securities, and the Company.     14. Changes in Registrable Securities. If, and as often as, there are any changes inthe Registrable Securities by way of stock split, stock dividend, combination or reclassification,or
 

 
through merger, consolidation, reorganization or recapitalization, or by any other means,appropriate adjustment shall be made in the provisions of this Agreement, as may be required, sothat the rights and privileges granted hereby shall continue with respect to the RegistrableSecurities as so changed. Without limiting the generality of the foregoing, the Company willrequire any successor by merger or consolidation to assume and agree to be bound by the terms ofthis Agreement, as a condition to any such merger or consolidation.     15. Entire Agreement. This Agreement constitutes the entire understanding andagreement among the parties relating to the subject matter hereof and supersedes any and all prioragreements or understandings (written or oral) with respect to the subject matter hereof,including, without limitation, the letter agreement, dated January 9, 2008, by and among theCompany and the Investors. Nothing in this Agreement, express or implied, is intended to conferupon any Person, other than the parties hereto and their respective successors and assigns, anyrights, remedies, obligations, or liabilities under or by reason of this Agreement, except asexpressly provided herein.     16. Governing Law.     (a) This Agreement shall be governed by and construed in accordance with the laws of the Stateof New York as applied to agreements among New York residents entered into and to be performedentirely within New York.     (b) The jurisdiction and venue in any action brought by any party hereto pursuant to thisAgreement shall properly lie in any federal or state court located in the State of New York. Byexecution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdictionof such courts for himself or itself and in respect of his or its property with respect to suchaction. The parties irrevocably agree that venue would be proper in such court, and hereby waiveany objection that such court is an improper or inconvenient forum for the resolution of suchaction. The parties further agree that the mailing by certified or registered mail, return receiptrequested, of any process required by any such court shall constitute valid and lawful service ofprocess against them, without necessity for service by any other means provided by statute or ruleof court.     (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY OR DISPUTE THAT MAY ARISE UNDERTHIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTYHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY INRESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT ORTHE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THATSUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II)EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCHPARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH
 

 
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS IN THIS SECTION 16(C).     17. Successors and Assigns. The provisions hereof shall inure to the benefit of, andbe binding upon, the successors, permitted assigns (as provided in Section 11), heirs, executorsand administrators of the parties hereto.     18. Notices. Unless otherwise provided, any notice, consent, request or othercommunication required or permitted under this Agreement shall be given in writing and shall bedeemed effectively given or delivered upon receipt by the party to be notified (including bytelecopier, receipt confirmed) or five (5) days after deposit with the United States Post Office,by registered or certified mail, postage prepaid and addressed to the party to be notified (a) ifto a party other than the Company, at such party’s address set forth on Schedule 1 attached heretoor at such other address as such party shall have furnished the Company in writing, or, until anysuch party so furnishes an address to the Company, then to and at the address of the last holder ofthe shares covered by this Agreement who has so furnished an address to the Company, or (b) if tothe Company, at its address set forth on the signature page to this Agreement, or at such otheraddress as the Company shall have furnished to the parties in writing.     19. Severability. The holding of any provision of this Agreement to be invalid orunenforceable by a court of competent jurisdiction shall not affect any other provision of thisAgreement, which shall remain in full force and effect. If any provision of this Agreement shall bedeclared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforcedin whole or in part, such provision shall be interpreted so as to remain enforceable to the maximumextent permissible consistent with applicable law and the remaining conditions and provisions orportions thereof shall nevertheless remain in full force and effect and enforceable to the extentthey are valid, legal and enforceable, and no provisions shall be deemed dependent upon any othercovenant or provision unless so expressed herein.     20. Descriptive Headings, etc. The descriptive headings herein are inserted forconvenience of reference only and are not intended to be part of or to affect the meaning orinterpretation of this Agreement. All references herein to “Sections” shall refer to correspondingprovisions of this Agreement unless otherwise expressly noted.     21. Delays or Omissions; Remedies Cumulative. It is agreed that no delay or omissionto exercise any right, power or remedy accruing to the parties shall impair any such right, poweror remedy, nor shall it be construed to be a waiver of any such breach or default, or anyacquiescence therein, or of any similar breach or default thereafter occurring; nor shall anywaiver of any single breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring. It is further agreed that any waiver, permit, consent orapproval of any kind or character by a party of any breach or default under this Agreement, or anywaiver by a party of any provisions or conditions of this Agreement must be in writing and shall beeffective only to the extent specifically set forth in writing and that all remedies, either underthis Agreement, or by law or otherwise afforded to a party, shall be cumulative and notalternative.
 

 
     22. Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be an original, but all of which together shall constitute one instrument. Facsimilecounterpart signatures shall be acceptable.***[Intentionally Left Blank; Signature Page Follows]***
 

 
     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as ofthe date first above written.      FX REAL ESTATE AND ENTERTAINMENT INC.