exv4w5



 





EXHIBIT 4.5




REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 22, 2005 by and
among Viseon, Inc., a Nevada corporation (the “Company”), and                                          (the
“Purchaser), who has entered into a Purchase Agreement (the “Purchase Agreement”) with the Company
on the date hereof for the Offered Securities (as defined herein). In order to induce the
Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.



     The Company agrees with the Purchaser, (i) for its benefit and (ii) for the benefit of the
beneficial owners (including the Purchaser) from time to time of the Offered Securities (as defined
herein) and the beneficial owners from time to time of the Underlying Common Stock (as defined
herein) issued upon conversion of, or in payment of dividends on, the Offered Securities (each of
the foregoing a “Holder” and, together, the “Holders”), as follows:



     SECTION 1. Definitions. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:



     "Affiliate”: With respect to any specified person, an “affiliate,” as defined in Rule 144, of
such person.



     "Amendment Effectiveness Deadline Date”: See Section 2(d) hereof.



     "Business Day”: Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York are authorized or obligated by law or executive
order to close.



     "Common Stock”: The shares of common stock, $.01 par value, of the Company including the
Underlying Common Stock.



     "Company”: The Company shall have the meaning set forth in the first paragraph of this
Agreement and shall also include the Company’s successors.



     "Deferral Notice”: See Section 3(i) hereof.



     "Deferral Period”: See Section 2(h) hereof.



     "Deferral Period Liquidated Damages”: See Section 2(h) hereof.



     "Effectiveness Deadline Date”: See Section 2(a) hereof.



     "Effectiveness Period”: Commencing on the date that the Initial Registration Statement is
declared effective until the first to occur of (i) the sale pursuant to a Registration Statement of
the Common Stock receivable upon conversion or exercise of all of the Offered Securities or (ii)
August 21, 2012.



 









 





     "Exchange Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     "Excess Deferral Period Liquidated Damages”: See Section 2(h) hereof.



     "Excluded Shares”: means any of: (i) shares of Common Stock issued or issuable pursuant to
the Company’s Series B Convertible Preferred Stock, Series B Warrants, or Series B-Agent Warrants,
specifically including all shares of Common Stock which may be issued upon conversion or exercise
thereof or which may be issued as dividends thereon, (ii) shares of Common Stock issued or issuable
pursuant to the Company’s Series A Convertible Preferred Stock, specifically including all
conversion shares and all shares that may be issued as dividends thereon, (iii) shares of Common
Stock issuable upon the exercise of any options or warrants outstanding on the Issue Date, (iv)
shares of Common Stock issuable pursuant to or upon the conversion of any note, debenture, debt
instrument and all other written agreements to which the Company is a party on the Issue Date (v)
shares of Common Stock (including grants, options and warrants) issuable pursuant to or in
accordance with any plan for which the Company has filed a registration statement that has been
declared effective including, without limitation, the 1994 Stock Plan, the 2005 Stock Plan and the
Consultant Compensation Plan, or any other stock plan, option plan or written agreements to which
the Company is a party on the Issue Date, including all modifications and replacements thereof,
(vi) shares of Common Stock issued or issuable pursuant to the Company’s Series A-1 Warrants, (vii)
shares of Common Stock issued or issuable pursuant to the Company’s Series A-2 Warrants and (viii)
shares of Common Stock issued or issuable pursuant to the Company’s Series A-Agent Warrants. Any
Excluded Shares issued and outstanding on the Series B Preferred Stock Issue Date that are
thereafter amended or modified pursuant to an agreement between the Company and the holder thereof
such that the effective price per share of the Common Stock to be issued on the exercise,
conversion or exchange thereof is less than the Conversion Price, shall as the result of such
amendment or modification thereupon not constitute Excluded Shares. The immediately preceding
sentence applies only to such issued and outstanding shares that are affected by such amendment or
modification and shall be effective concomitantly with any such amendment or modification taking
effect. For the purposes of this definition the effective price per share shall be calculated by
dividing the number of shares of Common Stock to be issued upon any such exchange or conversion by
the sum of (a) the amount of all consideration given or paid for the securities to be exchanged or
converted in to Common Stock and (b) the consideration to be paid upon such issue, exchange or
conversion for Common Stock.



     "Filing Deadline Date”: See Section 2(a) hereof.



     "Holder”: See the second paragraph of this Agreement.



     "Initial Registration Statement”: See Section 2(a) hereof.



     "Issue Date”: The date of the Closing (as that term is defined in the Purchase Agreements).



     "Liquidated Damages”: See Section 2(h) hereof.



     "Losses”: See Section 6 hereof.



2









 





     "Material Event”: See Section 3(i) hereof.



     "Offered Securities”: The Series B Convertible Preferred Stock and the Series B Warrants
purchased by the Purchaser pursuant to the Purchase Agreement.



     "Prospectus”: The prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses 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 amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.



     "Purchase Agreement”: See the first paragraph of this Agreement.



     "Registrable Securities”: The Underlying Common Stock and any securities into or for which
such Underlying Common Stock have been converted or exchanged, and any security issued with respect
thereto upon any stock dividend, split or similar event until, in the case of any such security,
(A) the earliest of (i) its effective registration under the Securities Act and resale in
accordance with the Registration Statement covering it, (ii) expiration of the holding period that
would be applicable to the Purchaser under Rule 144(k) under the Securities Act or (iii) its sale
to the public pursuant to Rule 144, and (B) as a result of the event or circumstance described in
any of the foregoing clauses (i) through (iii), the legends with respect to transfer restrictions
can be removed. The parties acknowledge that the Company may choose to include the Registrable
Securities hereunder on a registration statement with other similar securities, but only if to do
so would not adversely affect the Holders.



     "Registration Statement”: Any registration statement of the Company that covers any of the
Registrable Securities pursuant to the provisions of this Agreement including the Prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all
exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by
reference in such registration statement.



     "Restricted Securities”: As this term is defined in Rule 144.



     "Rule 144”: Rule 144 under the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC.



     "SEC”: The Securities and Exchange Commission.



     "Securities Act”: The Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder.



     "Subsequent Registration Statement”: See Section 2(b) hereof.



     "Underlying Common Stock”: The Common Stock receivable upon conversion or exercise of, or
received as dividends on, the Offered Securities.



3









 





     SECTION 2. Registration. (a) The Company shall prepare and file or cause to be
prepared and filed with the SEC, as soon as practicable but in any event by the date (the “Filing
Deadline Date”) which is September 30, 2005, a Registration Statement for an offering to be made on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale
from time to time by Holders thereof of all of the Registrable Securities, exclusive of any shares
of Common Stock that may be issued in payment of dividends (the “Initial Registration Statement”).
The Initial Registration Statement shall be on Form SB-2 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in accordance with the
methods of distribution elected by the Holders and set forth in the Initial Registration Statement.
The Company shall use its best efforts to cause the Initial Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any event by the date (the
“Effectiveness Deadline Date”) that is One Hundred Twenty (120) days after the Closing Date, and to
keep the Initial Registration Statement (or any Subsequent Registration Statement (as that term is
hereafter defined) continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Registration Statement is declared effective, each
Holder shall be named as a selling securityholder in the Initial Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to
purchasers of Registrable Securities in accordance with applicable law. Except as otherwise
permitted by this Agreement, the Company shall not include any other securities in the Initial
Registration Statement other than the Registrable Securities and the securities identified in
Schedule 2. The Company shall not file any other registration statement (other than any update,
extension, supplement or continuation of a registration statement that is effective on the Closing
Date, a registration statement on Form S-8 or any other registration statement relating solely to
employee benefit plans) under the Securities Act with the SEC during the first ninety (90) day
period after the SEC declares the Initial Registration Statement effective. Notwithstanding the
immediately preceding sentence, in the event that the Holders determine that the Company’s choice
to include the Registrable Securities hereunder on a registration statement with other similar
securities would adversely affect the Holders, then (i) the Initial Registration Statement shall
only include the Registrable Securities hereunder and the securities identified in Schedule 2 and
(ii) the Company shall be permitted to file a separate registration statement under the Securities
Act with the SEC to register such other similar securities.



          (b) If the Initial Registration Statement or any Subsequent Registration Statement ceases to
be effective for any reason at any time during the Effectiveness Period, the Company shall use its
best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and
in any event shall within thirty (30) days of such cessation of effectiveness amend the Initial
Registration Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional Registration Statement covering all of
the securities that as of the date of such filing are Registrable Securities (a “Subsequent
Registration Statement”). If a Subsequent Registration Statement is filed, the Company shall use
its best efforts to cause the Subsequent Registration Statement to become effective as promptly as
is practicable after such filing and to keep such Subsequent Registration Statement continuously
effective until the end of the Effectiveness Period.




4









 







          (c) It shall be a condition precedent to the obligation of the Company to include the
Registrable Securities of any Holder in the Initial Registration Statement or any Subsequent
Registration Statement or Additional Registration Statement that such Holder shall furnish to the
Company at least ten (10) days prior to the anticipated filing date such information regarding
itself, the Registrable Securities held by it, the intended method of disposition of the
Registrable Securities held by it, and all such other information as shall be reasonably required
to effect the registration of such Registrable Securities. At least twenty (20) days prior to the
first anticipated filing date of any such Registration Statement, other than the Initial
Registration Statement for which the applicable period shall be 15 days, the Company shall notify
each Holder, at the most recent address previously provided to the Company in writing, of the
information the Company requires from each such Holder for inclusion in such Registration Statement
and the anticipated filing date of such Registration Statement.




          (d) The Company shall not pay any dividend on the shares of Series B Preferred Stock in shares
of its Common Stock unless on the relevant Dividend Payment Date there is an effective Registration
Statement permitting the resale of the shares of Common Stock to be issued in payment of such
dividend (and in the absence of such an effective Registration Statement, the dividend on the
Shares of Series B Preferred Stock shall be paid by the Company in cash). The Company shall use
its best efforts to cause any such Registration Statement filed to remain continuously effective
under the Securities Act for no less than one year following the dividend payment date on which the
Company issued, as a dividend payment, any shares of Common Stock included in such Registration
Statement.




          (e) The Company shall supplement and amend the Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by the Company for such
Registration Statement, if required by the Securities Act or, to the extent to which the Company
does not reasonably object, as reasonably requested by the registered Holders or by any managing
underwriter in the event of an underwritten offering.




          (f) Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so
only in accordance with Section 3(i). If the Company shall file a post-effective amendment to the
Registration Statement, it shall (i) use its best efforts to cause such post-effective amendment to
be declared effective under the Securities Act as promptly as is practicable; (ii) provide such
Holder copies of any documents filed in connection with such post-effective amendment; and (iii)
notify such Holder as promptly as practicable after the effectiveness under the Securities Act of
any such post-effective amendment.




          (g) From and after the date the Initial Registration Statement is declared effective, the
Company shall not be obligated to file any post-effective amendment to the Registration Statement
or supplement to the related Prospectus to solely to reflect a sale or transfer of Registrable
Securities by the Purchaser (or any subsequent Holder included in a Registration Statement filed by
the Company pursuant to this Section 2(g) that was not consummated pursuant to the plan of
distribution set forth in such Registration Statement, provided, however, in the event the Company
intends to voluntarily file or is required by applicable law to file with the SEC a post-effective
amendment to the Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a





5









 






supplement or amendment to any document incorporated therein by reference, the Company shall
make such amendments to the Registration Statement as shall be necessary to include the transferee
of the Registrable Securities to be included as a selling shareholder in the Registration
Statement. It shall be a condition precedent to the obligation of the Company to include such
transferee Holder that such Holder shall furnish to the Company such information regarding itself,
the Registrable Securities held by it, the intended method of disposition of the Registrable
Securities held by it, and all such other information as shall be reasonably required to effect the
registration of such Registrable Securities at least ten (10) days prior to the anticipated filing
date of a post-effective amendment to the Registration Statement pursuant to this Section 2(g).
The Company shall notify each transferee Holder, that was previously disclosed to the Company in
writing together with a valid and current mailing address, of the information the Company requires
from each such Holder for inclusion in such Registration Statement at least twenty (20) days prior
to the anticipated filing date of a post-effective amendment to the Registration Statement.




          (h) The payment of partial damages identified and set forth in this Section 2(h) hereinbelow
are hereinafter referred to independently and collectively as “Liquidated Damages”.





	 	(i)	 	If (1) the Initial Registration Statement is
not filed by the Company with the SEC on or prior to the Filing
Deadline Date, then for each day following the Filing Deadline Date,
until but excluding the date the Registration Statement is filed (such
liquidated damages payable with respect to such period being the
“Filing Deadline Date Liquidated Damages”), or (2) the Registration
Statement is not declared effective by the SEC by the Effectiveness
Deadline Date, then for each day following the Effectiveness Deadline
Date, until but excluding the date the SEC declares the Initial
Registration Statement effective (such liquidated damages payable with
respect to such period being the “Effectiveness Deadline Date
Liquidated Damages”), in each case, the Company shall pay the Purchaser
with respect to any such failure, as partial damages and not as a
penalty, an amount per month (computed on the basis of a 360-day year
consisting of twelve 30-day months) equal to one percent (1%) of the
purchase price paid by the Purchaser for the Offered Securities; which
will be deemed to accrue on a daily basis and, such payment shall be
made, with respect to the previous month, no later than the first
business day of the calendar month next succeeding the month in which
any such day occurs.
	 
	 	(ii)	 	In the event of the failure of the Company to
maintain a Registration Statement continually effective after it is
declared effective by the SEC for the full period required by this
Agreement the Company shall be entitled to exercise its rights under
Section 3(i) hereinbelow to suspend the availability of the
Registration Statement or any Prospectus, without incurring or accruing
any obligation to pay Liquidated Damages, for one or more periods not




6









 





to exceed 30 days in any 12-month period (any such period, during
which the availability of the Registration Statement and any
Prospectus is suspended being a “Deferral Period”). In the event that
the aggregate duration of all such Deferral Periods exceeds thirty
(30) days in any twelve (12) month period, then, within five (5)
Business Days following the day that results in the aggregate
Deferral Period exceeding such thirty (30) days in any twelve (12)
month period, the Company shall pay to the Purchaser with respect to
such cumulative (30) day failure, as partial damages and not as a
penalty, an amount equal to three percent (3%) of the purchase price
paid by the Purchaser for the Offered Securities. Such partial
damages are payable on the first occurrence that the aggregate length
of time of one or more Deferral Periods exceeds thirty (30) days in
any twelve (12) month period. Such partial damages payable with
respect to such period being the “Deferral Period Liquidated
Damages”. Thereafter, commencing on the calendar day following the
expiration of any Deferral Period for which Deferral Period
Liquidated Damages are payable, until the day preceding the next date
on which the SEC declares a Registration Statement effective, for
Deferral Periods exceeding thirty (30) days in the aggregate within
that same 12-month period (an “Excess Deferral Period”), the Company
shall pay to the Purchaser with respect to such Excess Deferral
Period, as partial damages and not as a penalty, an amount equal to
three percent (3%) of the purchase price paid by the Purchaser for
the Offered Securities. Such partial damages payable with respect to
such period being the “Excess Deferral Period Liquidated Damages”.


In addition to the payment of Liquidated Damages set forth in Section 2(h), beginning on the
sixty-first (61st) day following the Effectiveness Deadline Date during any time that
Effectiveness Deadline Date Liquidated Damages or Excess Deferral Damages are payable, as an offset
for any inconvenience occasioned thereby, but not as a penalty, the Company shall honor the
Purchaser’s request for a cashless exercise of the Purchaser’s Series B Warrant, in whole or in
part, pursuant to the following procedure. In connection with any exercise of the Purchaser’s
Series B Warrant made sixty-one (61) or more days after the Effectiveness Deadline Date, during a
time that Effectiveness Deadline Date Liquidated Damages or Excess Deferral Damages are payable
hereunder, the Purchaser may, at its option, instruct the Company, by written notice accompanying
the surrender of the Series B Warrant at the time of such exercise, to apply to the payment
required by Section 1.1 of the Warrant such number of the shares of Common Stock otherwise issuable
to the Purchaser upon such exercise as shall be specified in such notice, in which case an amount
equal to the excess of the aggregate Closing Price (as defined in the Series B Warrant) of such
specified number of shares on the date of exercise over the portion of the payment required by
Section 1.1 attributable to such shares shall be deemed to have been paid to the Company and the
number of shares issuable upon such exercise shall be reduced by such specified number. The Company
shall deliver the remaining balance of the shares issuable upon such exercise together with payment
in lieu of fractional shares, if any, as provided in Section 1.3 of the Series B Warrant.




7









 







          (i) Payments of Liquidated Damages made pursuant to Section 2(h) shall not constitute the
Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no
event shall the Company be obligated to pay Liquidated Damages to more than one person in respect
of the same Offered Securities for the same period of time nor shall the aggregate Liquidated
Damages paid to the Purchaser and all subsequent holders in respect of the same Offered Securities
exceed the sales price of the Offered Securities. Liquidated Damages shall be paid only to the
then-current, at the time of the occurrence giving rise to the obligation of the Company to pay
such Liquidated Damages, Holders of issued and outstanding shares of Series B Convertible Preferred
Stock (or Common Stock received by such Holders upon the conversion of such Series B Convertible
Preferred Stock) and shall be payable thereon until such time as, with respect to any such share,
the Company is not required to file a registration statement or cause a registration statement to
be declared effective.




          (j) No Liquidated Damages shall be payable on the Series B Warrants or any shares of Common
Stock received by any Holders as dividends paid or payable on the Series B Convertible Preferred
Stock. No Liquidated Damages shall be payable with respect to any share of Series B Convertible
Preferred Stock for any period during which the Company does not have an obligation, with respect
to any shares of Common Stock receivable upon conversion of such shares of Series B Convertible
Preferred Stock, to file a registration statement or cause a registration statement to be declared
effective. No Liquidated Damages shall be payable with respect to any share of Common Stock
received upon conversion of the Series B Convertible Preferred Stock for any period during which
the Company does not have an obligation, with respect to any such share of Common Stock, to file a
registration statement or cause a registration statement to be declared effective. All Liquidated
Damages shall be payable in cash, on demand, following the date when due. Liquidated Damages that
remain unpaid thirty days following the date when due shall thereafter be past due (hereinafter
“Past Due Liquidated Damages”). All Past Due Liquidated Damages shall accrue interest at the rate
of eighteen percent (18%) per annum until paid. Payments of Past Due Liquidated Damages shall
include the payment of all accrued interest thereon when paid.




     SECTION 3. Registration Procedures. In connection with the registration obligations
of the Company under Section 2 hereof, the Company shall:



          (a) Before filing any Registration Statement or Prospectus or any amendments or supplements
thereto with the SEC, furnish to the Purchaser copies of all such documents proposed to be filed no
later than three (3) Business Days prior to the day that each such document is filed.




          (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement continuously
effective for the applicable period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the disposition of all securities
covered by such Registration Statement during the Effectiveness Period in accordance with the
intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so
supplemented.





8









 







          (c) As promptly as practicable (i) give notice to the Holders when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration Statement has been
filed with the SEC and, with respect to a Registration Statement or any post-effective amendment,
when the same has been declared effective and (ii) give notice to the Holders (A) of any request,
following the effectiveness of the Initial Registration Statement under the Securities Act, by the
SEC or any other federal or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information, (B) of the issuance by
the SEC or any other federal or state governmental authority of any stop order suspending the
effectiveness of any Registration Statement or the initiation or threatening of any proceedings for
that purpose, (C) of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (D) of the
occurrence of (but not the nature of or details concerning) a Material Event and (E) of the
determination by the Company that a post-effective amendment to a Registration Statement will be
filed with the SEC, which notice may, at the discretion of the Company or as required pursuant to
Section 3(i), state that it constitutes a Deferral Notice, in which event the provisions of Section
3(i) shall apply.




          (d) Use its best efforts to obtain the withdrawal of any order suspending the effectiveness of
a Registration Statement or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have
been qualified for sale, in either case at the earliest possible moment.




          (e) If reasonably requested by any Holder, as promptly as practicable incorporate in a
Prospectus supplement or post-effective amendment to a Registration Statement such information as
such Holder shall, on the basis of an opinion of counsel experienced in such matters, determine to
be required to be included therein and make any required filings of such Prospectus supplement or
such post-effective amendment; provided, that the Company shall not be required to take any actions
under this Section 3(e) that are not, in the reasonable opinion of counsel for the Company, in
compliance with applicable law.




          (f) As promptly as practicable furnish to each Holder (when requested in writing by such
Holder), without charge, at least one (1) conformed copy of the Registration Statement and any
amendment thereto, including financial statements but excluding schedules, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested
in writing to the Company by such Holder).




          (g) During the Effectiveness Period, deliver to each Holder in connection with any sale of
Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the
Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Holder may reasonably request; and the
Company hereby consents (except during such periods that a Deferral Notice is outstanding and has
not been revoked) to the use of such Prospectus or each

9









 







amendment or supplement thereto by each Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement thereto conducted
in compliance with all securities laws then in effect at the time of such offering or sale in the
manner set forth therein.




          (h) Prior to any public offering of the Registrable Securities pursuant to a Registration
Statement, register or qualify or cooperate with the Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Securities
for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder reasonably requests in writing; prior to any public offering of the
Registrable Securities pursuant to a Registration Statement, keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period in connection with
such Holder’s offer and sale of Registrable Securities pursuant to such registration or
qualification (or exemption therefrom) and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of such Registrable Securities in the
manner set forth in the relevant Registration Statement and the related Prospectus; provided, that
the Company will not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to qualify but for this
Agreement or (ii) take any action that would subject it to general service of process in suits or
to taxation in any such jurisdiction where it is not then so subject.




          (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of a
Registration Statement or the initiation of proceedings with respect to a Registration Statement
under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a “Material Event”) as a result of which any Registration Statement shall 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 not misleading, or any Prospectus shall 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 the light of the circumstances under which
they were made, not misleading, or (C) the occurrence or existence of any pending corporate
development, public filing with the SEC or other similar event with respect to the Company that, in
the reasonable discretion of the Board of Directors of the Company, makes it appropriate to suspend
the availability of a Registration Statement and the related Prospectus, (i) in the case of clause
(B) above, subject to the next sentence, as promptly as practicable prepare and file, if necessary
pursuant to applicable law, a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such Registration Statement
and Prospectus so that such Registration Statement does 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 not misleading, and such Prospectus does 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 the light of the circumstances under which they were made, not
misleading, and, in the case of a post-effective amendment to a Registration Statement, subject to
the next sentence, use its best efforts to cause it to be declared effective as promptly as is
practicable, and (ii) give notice to the Holders that the availability of the Registration
Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Holder
agrees not to sell any Registrable

10









 







Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in
writing by the Company that the Prospectus may be used, and has received copies of any additional
or supplemental filings that are incorporated or deemed incorporated by reference in such
Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be
resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of
clause (B) above, as soon as, in the sole judgment of the Board of Directors of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the interests of the
Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter
and (z) in the case of clause (C) above, as soon as, in the discretion of the Board of Directors of
the Company, such suspension is no longer appropriate. Subject to Section 2(h) hereof, the Company
shall be entitled to exercise its right under this Section 3(i) to suspend the availability of the
Registration Statement or any Prospectus without incurring or accruing any obligation to pay
Liquidated Damages for one or more periods not to exceed 30 days in any 12-month period.




          (j) Use its best efforts to comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) no later than forty-five (45) days after the end
of any three (3) month period (or ninety (90) days after the end of any twelve (12) month period if
such period is a fiscal year) commencing on the first day of the first fiscal quarter of the
Company commencing after the effective date of a Registration Statement, which statements shall
cover said periods.




          (k) Cooperate with each Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold or to be sold pursuant to a Registration
Statement, which certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such names as such Holder may request in writing at least two (2) Business Days
prior to any sale of such Registrable Securities.




          (l) Provide a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and provide the Holders
with printed certificates for the Registrable Securities that are in a form eligible for deposit
with The Depository Trust Company.




          (m) Use its best efforts to cause the Underlying Common Stock to be listed on any securities
exchange or any automated quotation system on which similar securities issued by the Company are
then listed, to the extent the Underlying Common Stock satisfies applicable listing requirements.




          (n) Provide such information as is required for any filings required to be made with the
National Association of Securities Dealers, Inc.




     SECTION 4. Holder’s Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, promptly to furnish to the Company all information required to be disclosed
in order to make the information previously furnished to the Company by such Holder



11









 






not misleading and any other information regarding such Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request. Any sale of any
Registrable Securities by any Holder shall constitute a representation and warranty by such Holder
that the information relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of a material fact relating to or
provided by such Holder or its plan of distribution and that such Prospectus does not as of the
time of such sale omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. Notwithstanding anything contained in
this Agreement to the contrary, it is expressly understood and agreed that the Holder may from time
to time purchase and/or sell securities of the Company and by virtue of such purchases and/or sales
the number of securities of the Company owned by the Holder which is listed in the Prospectus may
or may not be correct at any give time and that the Holder shall have no liability whatsoever to
any Person in the event that the number of securities of the Company owned by the Holder at any
given time differs from the number of securities of the Company owned by the Holder which is listed
in the Prospectus.



     SECTION 5. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations under this Agreement
whether or not any of the Registration Statements are declared effective. Such fees and expenses
shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (x) with respect to filings required to be made with the National
Association of Securities Dealers, Inc. and (y) of compliance with federal and state securities or
Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in
connection with Blue Sky qualifications of the Registrable Securities under the laws of such
jurisdictions as are designated by the Holders of a majority of the Registrable Securities being
sold pursuant to a Registration Statement, (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible for deposit with
The Depository Trust Company), (iii) duplication expenses relating to a reasonable number of copies
of each Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the Company in connection with the Registration Statement, (v) the
fees and disbursements of the independent public accountants of the Company, including the expenses
of any special audits or “cold comfort” letters required by or incident to such performance and
compliance, (vi) reasonable fees and disbursements of the transfer agent for the Common Stock and
its counsel and (vii) Securities Act liability insurance, if any, obtained by the Company in its
sole discretion. The Company shall bear or reimburse the Holders for the reasonable fees and
disbursements of one firm of legal counsel for the Holders in connection with services rendered for
the benefit of the Holders in connection with subsection 5(i)(y) hereinabove. In addition, the
Company shall pay the internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which similar securities of the Company are then listed
and the fees and expenses of any person, including special experts, retained by the Company. All
underwriting discounts and selling commissions resulting from the sale of any Registrable
Securities by a Holder shall be borne by the selling Holder incurring the same.



12









 





     SECTION 6. Indemnification.


For the purpose of this Section 6:





	 	(i)	 	the term “Purchaser/Affiliate” shall mean any
affiliate of the Purchaser, including a transferee who is an affiliate
of the Purchaser, and any person who controls the Purchaser or any
affiliate of the Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act; and
	 
	 	(ii)	 	the term “Registration Statement” shall include
any preliminary prospectus, final prospectus, exhibit, supplement or
amendment included in or relating to, and any document incorporated by
reference in, the Registration Statement referred to in Section 2.





          (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless
the Purchaser and each Purchaser/Affiliate against any losses, claims, damages, liabilities or
expenses, joint or several, to which the Purchaser or Purchaser/Affiliate may become subject, under
the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if such settlement is
effected with the prior written consent of the Company), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact contained in the
Registration Statement, including the Prospectus, financial statements and schedules, and all other
documents filed as a part thereof, as amended at the time of effectiveness of the Registration
Statement, including any information deemed to be a part thereof as of the time of effectiveness
pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the rules and regulations
promulgated under the Securities Act, or the Prospectus, in the form first filed with the SEC
pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the
time of effectiveness if no Rule 424(b) filing is required, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state in any of them a
material fact required to be stated therein or necessary to make the statements in any of them, in
light of the circumstances under which they were made, not misleading, or arise out of or are based
in whole or in part on any inaccuracy in the representations or warranties of the Company contained
in this Agreement, or any failure of the Company to perform its obligations hereunder or under law,
and will promptly reimburse the Purchaser and each Purchaser/Affiliate for any legal and other
expenses as such expenses are reasonably incurred by the Purchaser or each Purchaser/Affiliate in
connection with investigating, defending or preparing to defend, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided however, that
the Company will not be liable in any such case to the extent, but only to the extent, that any
such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue
statement or alleged untrue statement or omission or alleged omission made in the Registration
Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Purchaser expressly for
use therein, or (ii) the failure of the Purchaser to comply with the covenants and agreements
contained in Section 4, or (iii) the inaccuracy of any representation or warranty made by the
Purchaser herein

13









 







or (iv) any statement or omission in any Prospectus that is corrected in any subsequent
Prospectus that was delivered to the Purchaser prior to the pertinent sale or sales by the
Purchaser.




          (b) Indemnification by Holders of Registrable Securities. The Purchaser will
indemnify and hold harmless the Company, each of its directors, each of its executive officers,
including such officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any losses, claims, damages, liabilities or expenses to which the Company,
each of its directors, each of its officers who signed the Registration Statement or controlling
person may become subject, under the Securities Act, the Exchange Act, or any other federal or
state statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such Purchaser) insofar as
such losses, claims, damages, liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon (i) any failure by the Purchaser to comply with
the covenants and agreements contained in Section 4 hereof, or (ii) the inaccuracy of any
representation or warranty made by the Purchaser herein, or (iii) any untrue or alleged untrue
statement of any material fact contained in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, 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, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Purchaser
expressly for use therein, and will reimburse the Company, each of its directors, each of its
officers who signed the Registration Statement or controlling person for any legal and other
expense reasonably incurred by the Company, each of its directors, each of its officers who signed
the Registration Statement or controlling person in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability, expense or action. In no
event shall the liability of any selling Holder of Registrable Securities hereunder be in excess of
the net proceeds that such Holder received from the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such indemnification obligation.




          (c) Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified
party under this Section 6 of notice of the threat or commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an indemnifying party under this
Section 6, promptly notify the indemnifying party in writing thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have to any indemnified
party for contribution or otherwise under the indemnity agreement contained in this Section 6 to
the extent it is not prejudiced in its ability to defend such action as a result of such failure.
In case any such action is brought against any indemnified party and such indemnified party seeks
or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with all other indemnifying parties
similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded, based on an opinion of counsel reasonably satisfactory to

14









 







the indemnifying party, that there may be a conflict of interest between the positions of the
indemnifying party and the indemnified party in conducting the defense of any such action or that
there may be legal defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its election to assume
the defense of such action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof unless (i)
the indemnified party shall have employed such counsel in connection with the assumption of legal
defenses in accordance with the proviso to the preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than one separate counsel,
reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who
are parties to such action) or (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of action, in each of which cases the reasonable fees
and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any
indemnifying party be liable in respect of any amounts paid in settlement of any action unless the
indemnifying party shall have approved in writing the terms of such settlement, provided
that such consent shall not be unreasonably withheld. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a party and
indemnification could have been sought hereunder by such indemnified party from all liability on
claims that are the subject matter of such proceeding.




          (d) Contribution. If the indemnification provided for in this Section 6 is required
by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party under paragraphs (a), (b) or (c) of this Section 6 in respect to any
losses, claims, damages, liabilities or expenses referred to herein, then each applicable
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of any losses, claims, damages, liabilities or expenses referred to herein (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Purchaser from the private placement of the Offered Securities to the Purchaser under the Purchase
Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but the relative fault of the Company and the Purchaser in connection with the
statements or omissions or inaccuracies in the representations and warranties in this Agreement
and/or the Registration Statement which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The respective relative benefits
received by the Company on the one hand and the Purchaser on the other shall be deemed to be in the
same proportion as the amount paid by the Purchaser to the Company pursuant to the Purchase
Agreement for the Registrable Securities purchased by the Purchaser that were sold pursuant to the
Registration Statement bears to the difference (the “Difference”) between the amount the Purchaser
paid for the Registrable Securities that were sold pursuant to the Registration Statement and the
amount received by the Purchaser from such sale. The relative fault of the Company, on the one
hand, and the Purchaser on the other shall be

15









 







determined by reference to, among other things, whether the untrue or alleged statement of a
material fact or the omission or alleged omission to state a material fact or the inaccurate or the
alleged inaccurate representation and/or warranty relates to information supplied by the Company or
by the Purchaser and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in paragraph (c) of this Section 6, any legal or
other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in paragraph (c) of this Section 6 with
respect to the notice of the threat or commencement of any threat or action shall apply if a claim
for contribution is to be made under this paragraph (d); provided however, that no
additional notice shall be required with respect to any threat or action for which notice has been
given under paragraph (c) for purposes of indemnification. The Company and the Purchaser agree
that it would not be just and equitable if contribution pursuant to this Section 6 were determined
solely by pro rata allocation (even if the Purchaser were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations
referred to in this paragraph. Notwithstanding the provisions of this Section 6, the Purchaser
shall not be required to contribute any amount in excess of the amount by which the Difference
exceeds the amount of any damages that the Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Purchaser’s obligation to contribute pursuant to this Section 6 is several and not joint.




          (e) The indemnity, contribution and expense reimbursement obligations of the parties hereunder
shall be in addition to any liability any indemnified party may otherwise have hereunder, under the
Purchase Agreement or otherwise.




          (f) The indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Holder or any person controlling any Holder, or the
Company, or the Company’s officers or directors or any person controlling the Company and (iii) the
sale of any Registrable Securities by any Holder.




     SECTION 7. Information Requirements. The Company covenants that, if at any time
before the end of the Effectiveness Period the Company is not subject to the reporting requirements
of the Exchange Act, it will cooperate with any Holder of Registrable Securities and take such
further reasonable action as any Holder of Registrable Securities may reasonably request in writing
(including, without limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written statement as to whether
it has complied with such filing requirements, unless such a statement has been included in the
Company’s most recent report filed pursuant to Section 13 or



16









 






Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities (other than the Common Stock)
under any section of the Exchange Act.



     SECTION 8. Miscellaneous.



          (a) Piggyback 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 SEC a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection with the stock
option or other employee benefit plans, then the Company shall send to each Holder a written notice
of such determination and, if within fifteen days after the date of such notice, any such Holder
shall so request in writing, the Company shall include in such registration statement all or any
part of such Registrable Securities such Holder requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities
pursuant to this Section 8(a) that are eligible for resale pursuant to Rule 144(k) promulgated
under the Securities Act or that are the subject of a then-effective Registration Statement.




          (b) No Conflicting Agreements. The Company may be, as of the date hereof, but shall
not be as of the Closing Date under the Purchase Agreement a party to, nor shall it, on or after
the date of this Agreement, enter into, any agreement with respect to its securities that conflicts
with, or provides registration rights superior to, the rights granted to the Holders of Registrable
Securities in this Agreement. The Company represents and warrants that the rights granted to the
Holders of Registrable Securities hereunder do not in any way conflict with the rights granted to
the holders of the Company’s securities under any other agreements.




          (c) 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 Company has obtained the
written consent of Holders of a majority of the then outstanding Underlying Common Stock
constituting 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
Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the Registrable Securities
being sold by such Holders pursuant to such Registration Statement; provided, that the provisions
of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding
at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall
be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(c), whether or not any notice, writing or marking indicating such amendment,
modification, supplement, waiver or consent appears on the Registrable Securities or is delivered
to such Holder.




17









 







          (d) Notices. All notices and other communications provided for or permitted hereunder
shall he made in writing by hand delivery, by telecopier, by courier guaranteeing overnight
delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made,
if made by hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day
after being deposited with such courier, if made by overnight courier or (iv) on the date indicated
on the notice of receipt, if made by first-class mail, to the parties as follows:





	 	(1)	 	if to the Purchaser, to the address for the Purchaser set forth
in the signature pages of this Agreement;
	 
	 	(2)	 	if to another Holder, at the most current address given by such
Holder to the Company in its notice given to the Company;
	 
	 	(3)	 	if to the Company, to:






Viseon, Inc.

Attn: President

8445 Freeport Parkway, Suite 245

Dallas, TX 75063




With a copy to:




Albert B. Greco, Jr.

Law Offices of Albert B. Greco, Jr.

16901 N. Dallas Parkway, Suite 230

Addison, Texas 75001


or to such other address as such person may have furnished to the other persons identified in this
Section 8(c) in writing in accordance herewith.




          (e) Approval of Holders. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not
be counted in determining whether such consent or approval was given by the Holders of such
required percentage.




          (f) Successors and Assigns. Any person who purchases any Registrable Securities from
the Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of the Purchaser.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable
Securities.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
original and all of which taken together shall constitute one and the same agreement.




18









 







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




          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT FEDERAL LAW OR THE INTERNAL LAWS
OF THE STATE OF NEVADA IN RESPECT OF SECURITIES ISSUED BY ENTITIES DOMICILED WITHIN SUCH STATE OR
REGARDING CORPORATE GOVERNANCE MAY APPLY.




          (j) Severability. If any term provision, covenant or restriction of this Agreement is
held 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 thereby, and the parties hereto shall use their best
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 being intended
that all of the rights and privileges of the parties shall be enforceable to the fullest extent
permitted by law.




          (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to the registration
rights granted by the Company with respect to the Registrable Securities. This Agreement
supersedes all prior agreements and undertakings among the parties with respect to such
registration rights. No party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement.




          (l) Termination. This Agreement and the obligations of the parties hereunder shall
terminate upon the end of the Effectiveness Period, except for (i) any liabilities or obligations
under Section 5 or 6 hereof and (ii) the obligations to make payments of any Liquidated Damages
under Section 2(h) hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms and (iii) such
termination shall not relieve a party hereto of any liability arising out of or related to such
party’s breach of this Agreement prior to the end of the Effectiveness Period.




[SIGNATURE PAGE FOLLOWS]






19









 







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



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 	 	Viseon, Inc.
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	John Harris, President
	 

	 	 	 	 
	 

	 	 	 	 
	 	 	Purchaser
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 	 	Address for Notice:







20