Registration Rights Agreement



 







Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 31, 2005, among SmartVideo Technology, Inc., a Delaware corporation (the “Company”), and
the Investors signatory hereto (each such Investor, an “Investor” and collectively, the
“Investors”).




          This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, among the Company and the Investors (the “Purchase Agreement”).




          The Company and the Investors hereby agree as follows:




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




          “Advice” shall have the meaning set forth in Section 6(c).




          “Certificate of Incorporation Filing Date” means the date that the Delaware Secretary
of State’s office accepts for filing an amendment to the Company’s Certificate of
Incorporation increasing the authorized shares of Common Stock to at least 100,000,000
shares.




          “Common Stock” means the common stock of the Company, par value $.001 per share, and
any securities into which such common stock may hereafter be classified.




          “Effective Date” means, (a) with respect to the initial Registration Statement required
to be filed hereunder, the earlier of (i) the 120th day following the Certificate of
Incorporation Filing Date, and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that the Registration Statement will not be reviewed
or is no longer subject to further review and comments, and (b) with respect to any
additional Registration Statement(s) that may be required pursuant to Section 2(b), the
earlier of (i) the 120th day following if such Registration Statement is required because
the Commission shall have notified the Company in writing that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration Statement, the
date or time on which the Commission shall indicate as being the first date or time that
such Registrable Securities may then be included in a Registration Statement, or and (ii)
the fifth Trading Day following the date on which the Company is notified by the Commission
that such additional Registration Statement will not be reviewed or is no longer subject to
further review and comments.




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




          “Event” shall have the meaning set forth in Section 2(c).




          “Event Date” shall have the meaning set forth in Section 2(c).



 









 






          “Filing Date” means, with (a) respect to the initial Registration Statement required to
be filed hereunder, the 30th day after the stockholders of the Company approve an
amendment to the Company’s Certificate of Incorporation increasing the number of authorized
Common Shares to at least 100,000,000 shares, and (b) with respect to any additional
Registration Statements that may be required pursuant to Section 2(b), the 60th
day following the date or time on which the Commission shall indicate as being the first
date or time that such Registrable Securities may then be included in a Registration
Statement.




          “Force Majeure” shall mean any unusual event arising from causes reasonably beyond the
control of the Company that could not be reasonably anticipated that causes a delay in or
prevents the performance of any obligation under this Agreement, including but not limited
to, acts of God, fire, war, terrorism, insurrection, civil disturbance, explosion, adverse
weather conditions, unusual delay in transportation, strikes or other labor disputes, and
restraint by court order or order of public authority.




          “Grace Period” shall have the meaning set forth in Section 2(c)(iv).




          “Holder” or “Holders” means the holder or holders, as the case may be, from time to
time of Registrable Securities.




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




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




          “Losses” shall have the meaning set forth in Section 5(a).




          “Preferred Stock” means the Series A-1 Convertible Preferred Stock, par value $.001 per
share, and any securities into which such preferred stock may hereafter be classified.




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




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




          “Registrable Securities” means all of the Common Shares and the Warrant Shares,
together with any shares of Common Stock issued or issuable upon (a) any stock split,
dividend or other distribution, recapitalization or similar event with respect to the



 - 2 -









 







foregoing and/or (b) any conversion of any shares of Preferred Stock into shares of Common
Stock.




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




          “Response Date” shall have the meaning set forth in Section 2(c)(ii).




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




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



     2. Registration.




          (a) On or prior to each Filing Date, the Company shall prepare and file with the SEC a
Registration Statement covering the resale of all of the Registrable Securities for an
offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement
required hereunder shall be on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-3, in which case the Registration
shall be on another appropriate form in accordance herewith). Each Registration Statement
required hereunder shall contain (except if otherwise directed by the Holders) the “Plan of
Distribution” attached hereto as Annex A. Subject to the terms of this Agreement,
the Company shall use its best efforts to cause each Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing thereof, but in
any event not later than the Effective Date, and shall use its best efforts to keep each
Registration Statement continuously effective under the Securities Act until the date when
all Registrable Securities covered by that Registration Statement have been sold or may be
sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the affected Holders (the “Effectiveness Period”).




          (b) If for any reason the SEC does not permit all of the Registrable Securities to be
included in any Registration Statement filed pursuant to Section 2(a), then the Company
shall prepare and file as soon as possible after the date on which the SEC shall indicate as
being the first date or time that such filing may be made, but in any event by its Filing
Date, one or more additional Registration Statements covering the resale of all Registrable
Securities not already covered by an existing and effective Registration



 - 3 -









 







Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall contain (except if otherwise directed by the Holders) the “Plan of
Distribution” attached hereto as Annex A. The Company shall use its best efforts to
cause each such Registration Statement to be declared effective under the Securities Act as
soon as possible but, in any event, no later than its Effective Date, and shall use its best
efforts to keep such Registration Statement continuously effective under the Securities Act
during its entire Effectiveness Period.




          (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if
the Company files a Registration Statement without affording the Holders the opportunity to
review and comment on the same as required by Section 3(a) hereof, the Company shall not be
deemed to have satisfied this clause (i)), or (ii) prior to the date when such Registration
Statement is first declared effective by the SEC, the Company fails to file a pre-effective
amendment and otherwise respond in writing to comments made by the SEC in respect of such
Registration Statement within 30 calendar days (the “Response Date”) after the receipt of
comments by or notice from the SEC that such amendment is required in order for such
Registration Statement to be declared effective, or (iii) a Registration Statement filed or
required to be filed hereunder is not declared effective by the SEC on or before its
Effective Date, or (iv) during the Effectiveness Period, a Registration Statement ceases for
any reason to remain continuously effective as to all Registrable Securities for which it is
required to be effective, or the Holders are not permitted to utilize the Prospectus therein
to resell such Registrable Securities, for in any and all such cases for more than an
aggregate of 20 Trading Days (the “Grace Period”) during any 12-month period during the
Effectiveness Period (which need not be consecutive Trading Days)(any such failure or breach
being referred to as an “Event,” and for purposes of clause (i) or (iii) the date on which
such Event occurs, or for purposes of clause (ii) the date which such 30 calendar days is
exceeded, or for purposes of clause (iv) the date on which such 20 Trading Days is exceeded
being referred to as “Event Date”), then in addition to any other rights the Holders may
have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to
each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to
1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase
Agreement; and (y) on each monthly anniversary of each such Event Date (if the applicable
Event shall not have been cured by such date) until the applicable Event is cured, the
Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as
a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to
the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant
to this Section in full within seven days after the date payable, the Company will pay
interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such partial
liquidated damages are due until such amounts, plus all such interest thereon, are paid in
full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily
pro-rata basis for any portion of a month prior to the cure of an Event, except in the case
of the first Event Date. Notwithstanding the foregoing, any day on which a Force Majeure
has occurred or is continuing shall not count toward the calculation of the number of days
for the Filing Date, the Effective Date, the Response Date and a Grace Period.



 - 4 -









 






          (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The
Company shall not be required to include the Registrable Securities of a Holder in a
Registration Statement and shall not be required to pay any liquidated or other damages
under Section 2(c) to such Holder who fails to furnish to the Company a fully completed
Selling Holder Questionnaire at least one Trading Day prior to the Filing Date (subject to
the requirements set forth in Section 3(a)).



     3. Registration Procedures



          In connection with the Company’s registration obligations hereunder, the Company shall:





          (a) Not less than three Trading Days prior to the filing of a Registration
Statement or any related Prospectus or any amendment or supplement thereto, the Company
shall furnish to one representative of the Holders designated in writing to the Company
copies of the “Selling Stockholders” section of such document, the “Plan of Distribution”
and any risk factor contained in such document that addresses specifically this transaction
or the Selling Stockholders, as proposed to be filed which documents will be subject to the
review of such designated representative. The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto that does not
contain the disclosure regarding each of the Holders as a “Selling Stockholder” as provided
to the Company by the designated representative of the Holders.




          (b) (i) Prepare and file with the SEC such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep that Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the
SEC such additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible
to any comments received from the SEC with respect to each Registration Statement or any
amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders
true and complete copies of all correspondence from and to the SEC relating to each
Registration Statement; and (iv) comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities covered by each
Registration Statement (to the extent such provisions are applicable to the Company).
Notwithstanding anything else contained herein to the contrary, the Company shall not
provide any material, nonpublic information to the Holders.




          (c) Notify the Holders of Registrable Securities as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than two Trading Days prior to such filing) and
(if requested by any such Person) confirm such notice in writing promptly following the day
(i)(A) when a Prospectus or any Prospectus supplement or



 - 5 -









 







post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the SEC notifies the Company
whether there will be a “review” of a Registration Statement and whenever the SEC comments
in writing on a Registration Statement (the Company shall provide copies thereof and all
written responses thereto to each of the Holders to the extent such materials address the
Selling Stockholder or Plan of Distribution sections of such Registration Statement, and to
the extent they address risk factors or other disclosure in such Registration Statement
particular to the Holder or the transactions contemplated hereby); and (C) with respect to
each Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the SEC or any other Federal or state governmental
authority during the period of effectiveness of a Registration Statement for amendments or
supplements to that Registration Statement or Prospectus or for additional information;
(iii) of the issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering any or all of
the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) 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;
and (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any
statement made in a Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that
requires any revisions to a Registration Statement, Prospectus or other documents so that,
in the case of the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.




          (d) Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or
(ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.




          (e) Deliver to each Holder, by 9:00 a.m. (New York City time) on the date following the
Effective Date, without charge, up to five copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as such Persons
may request in connection with resales by the Holder of Registrable Securities. Subject to
the terms of this Agreement, the Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and any amendment
or supplement thereto, subject to notices pursuant to Section 3(c).




          (f) Prior to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the Registration or
qualification) of such Registrable Securities for the resale by the Holder



 - 6 -









 







under the
securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep the Registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of the
Registrable Securities covered by that Registration Statement; provided, that the
Company shall not be required to qualify generally to do business or file a general consent
to service of process in any jurisdiction where it is not then so qualified.




          (g) If requested by the Holders, cooperate with each Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to a Registration Statement, which certificates shall be free, to
the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any
such Holders may request.




          (h) Upon the occurrence of any event contemplated by this Section 3, as promptly as
commercially reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such events, prepare a supplement or amendment, including a
post-effective amendment, to the applicable Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter delivered, neither
such Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading. If the Company notifies the Holders in accordance with clauses (ii) through (v)
of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to
such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The
Company will use its best efforts to ensure that the use of the Prospectus may be resumed as
promptly as is commercially practicable. The Company shall be entitled to exercise its
right under this Section 3(h) to suspend the availability of a Registration Statement and
Prospectus, subject to the payment of liquidated damages pursuant to Section 2(c), for a
period not to exceed 60 days (which need not be consecutive days) in any 12 month period.




          (i) Comply with all applicable rules and regulations of the SEC.




          (j) Upon notification by the SEC that a Registration Statement will not be
reviewed or is no longer subject to further review and comments, request acceleration of
such Registration Statement such that it becomes effective at 5:00 p.m. (New York City time)
on the Effective Date.



     4. Registration Expenses. All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to



 - 7 -









 







be made with the Principal Market on which the Common Stock is then listed for trading, and (B)
in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in a Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v)
Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit and
the fees and expenses incurred in connection with the listing of the Registrable Securities on any
securities exchange or market as required hereunder. In no event shall the Company be responsible
for any broker or similar commissions of the Holders.



     5. Indemnification



          (a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents and employees of each of them, each Person who controls any such Holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to any violation by the Company of this Agreement or any securities laws, or any
untrue or alleged untrue statement of a material fact contained in a Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent, but only to the extent, that (i)
such untrue statements or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein, or to the extent that
such information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment
or supplement thereto (it being understood that the Holder has approved Annex A hereto for this
purpose), (ii) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice or an amended or supplemented Prospectus, but only if and to
the extent that following the receipt of the Advice or the amended or supplemented Prospectus the
misstatement or omission giving rise to such Loss would have been corrected or (iii) such Holder
fails to comply with any applicable prospectus delivery requirements of the Securities Act
applicable to it in connection with sales of Registrable Securities pursuant to a Registration
Statement. The Company shall notify the

 - 8 -









 








Holders promptly of the institution, threat or assertion
of any Proceeding of which the Company is aware in connection with the transactions contemplated by
this Agreement.




          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon: (x) such Holder’s failure to comply with the prospectus
delivery requirements of the Securities Act to the extent that delivery of such Prospectus would
have avoided such Loss or (y) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon
any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, but only to the extent, that such untrue
statements or omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein. In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.




          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure shall have proximately
and materially prejudiced the Indemnifying Party.




          An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a material conflict of interest
is likely to exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees
and expenses of up to an aggregate of three separate counsel shall be at the expense of the
Indemnifying Party). The Indemnifying Party shall not be liable for any

 - 9 -









 








settlement of any such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in
respect of which any Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the subject matter of such
Proceeding.




          Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written
notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to
such actions for which such Indemnified Party is not entitled to indemnification hereunder,
determined based upon the relative faults of the parties.




          (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in
connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission.
The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in this Section 5, any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.




          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission or other act in question.
No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any party that was not guilty of such
fraudulent misrepresentation.




          The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.




 - 10 -









 








     6. Miscellaneous



          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.




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




          (c) Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of
such Registrable Securities under the applicable Registration Statement until such Holder’s receipt
of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or supplemental filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or Registration
Statement. The Company will use its best efforts to ensure that the use of the Prospectus may be
resumed as promptly as is commercially practicable. The Company agrees and acknowledges that any
periods during which the Holder is required to discontinue the disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(c).




          (d) Piggy-Back Registrations. If at any time during the Effectiveness Period there is
not an effective Registration Statement covering all of the Registrable Securities and the Company
shall determine to prepare and file with the 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, subject to customary
underwriter cutbacks applicable to all holders of registration rights.




          (e) No Piggyback on Registration Statement. Except as set forth in Schedule
6(e), neither the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in a Registration Statement other than

 - 11 -









 








the Registrable Securities, and the Company shall not after the date hereof enter into any
agreement providing any such right to any of its security holders.




          (f) Amendments and Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed by the Company and the Investors holding a majority of the
Registrable Securities. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.




          (g) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be made in accordance with the provisions of the Purchase
Agreement.




          (h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to the
benefit of each Holder. Each Holder may assign their respective rights hereunder in the manner and
to the Persons as permitted under the Purchase Agreement. The Company may not assign its rights or
obligations hereunder.




          (i) Execution and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and, all of which
taken together shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.




          (j) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.




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




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




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




 - 12 -









 








          (n) Independent Nature of Holders’ Obligations and Rights. The obligations of each
Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and
no Holder shall be responsible in any way for the performance of the obligations of any other
Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Holders are in any way acting in concert with respect to
such obligations or the transactions contemplated by this Agreement. Each Holder acknowledges that
no other Holder has acted as agent for such Holder in connection with executing this Agreement and
that no Holder will be acting as agent of such Holder in connection with monitoring the
registration of the Registrable Securities or enforcing its rights under this Agreement. Each
Holder shall be entitled to protect and enforce its rights, including without limitation the rights
arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any Proceeding for such purpose. The Company acknowledges that each of the
Investors has been provided with the same Transaction Documents and will likely have their
respective Registrable Securities included on the same Registration Statement, for the purpose of
closing a transaction with multiple Investors and not because it was required or requested to do so
by any Investor.




          (o) Jurisdiction and Venue. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida or
Broward County, Florida, or any federal court sitting in the Southern District of Florida for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



*************************




 - 13 -









 








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



	 	 	 	 	 	 	 	 	 
	 	 	SMARTVIDEO TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard E. Bennett, Jr. 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Richard E. Bennett, Jr.	 	 
	 

	 	 	 	Title:
	 	President & CEO	 	 






[SIGNATURE PAGE OF HOLDERS FOLLOWS]




 - 14 -









 








/s/ Michael E. Criden 

Michael E. Criden





Ghs Holdings

By: /s/ Glenn Singer

 

Name: Glenn Singer





SME Children LLP

By: /s/ Stephen Esrick

 

Name: Stephen Esrick





/s/ Scott Hunter

 

Scott Hunter





/s/ Michael Puder

 

Michael Puder





/s/ Michael Cohen

 

Michael Cohen





/s/ Michael Brunnberg

 

Michael Brunnberg





/s/ Audrey Bennati

 

Audrey Bennati





Dean and Jessica Goldfine

/s/ Dean Goldfine

 

Dean Goldfine



/s/ Jessica Goldfine

 

Jessica Golfine





Doug M. Rudolph Partners Ltd.

By: /s/ Doug Rudolph

 

Name: Doug Rudolph





Craig Morris/Ernie Frywald

/s/ Craig Morris

 

Craig Morris





/s/ Ernie Fyrwald

 

Ernie Fyrwald





/s/ William Matz

 

William Matz





/s/ Peter Greenberg

 

Peter Greenberg





Bradcliff Investments, Inc.

By: /s/ Brad Naimer

 

Name: Brad Naimer





/s/ Todd Katz

 

Todd Katz





Apex Capital

By: /s/ Robert Rubin,

 

Name: Robert Rubin,





/s/ Jeff Hanft

 

Jeff Hanft







/s/ Art Criden

 

Art Criden





MSG Properties LLC

By: /s/ Mark S. Gold

 

Name: Mark S. Gold





Tony Blank Family Trust

By: /s/ Tony Blank

 

Name: Tony Blank





/s/ Kevin Love

 

Kevin Love





/s/ Dwight Richert

 

Dwight Richert





/s/ Manuel Kadre

 

Manuel Kadre





/s/ Jonathan Colby

 

Jonathan Colby





/s/ Michael Hanzman

 

Michael Hanzman





/s/ Jonathan Wish

 

Jonathan Wish





/s/ John Accetta

 

John Accetta





/s/ Bryce Epstein

 

Bryce Epstein





/s/ Cory Waldman

 

Cory Waldman





/s/ Steven Meister

 

Steven Meister





/s/ Kenneth Goodman

 

Kenneth Goodman





SCB LLC

By: /s/ Paul G. Schwichte (Carbone)

 

Name: Paul G. Schwichte (Carbone)





Andy R, Inc.

By: /s/ Andy Roddeck

 

Name: Andy Roddeck





/s/ Barry Frank

 

Barry Frank







/s/ Bob Burstein

 

Bob Burstein





/s/ Brett Overman

 

Brett Overman





/s/ Mitchell Kline

 

Mitchell Kline





Michael and Rachel Goldman

/s/ Michael Goldman

 

Michael Goldman





/s/ Rachel Goldman

 

Rachel Goldman





/s/ Michael Meister

 

Michael Meister





/s/ Malcom Meister

 

Malcom Meister





/s/ Jay Shapiro

 

Jay Shapiro





/s/ Paul; B. Chaplin

 

Paul; B. Chaplin





Ronni Jill Trust

/s/ Judy Silverman, Trustee

 

Judy Silverman, Trustee





/s/ Gary N. Itzenson

 

Gary N. Itzenson





Stephen And Deborah Clifford, Joint Tenants

/s/ Stephen Clifford

 

Stephen Clifford





/s/ Deborah Clifford

 

Deborah Clifford





/s/ Thomas Brunnberg

 

Thomas Brunnberg





Stuart Lasher LP I

/s/ Stuart Lasher

 

Name: Stuart Lasher





/s/ Michael Levy

 

Michael Levy





/s/ John Fels

 

John Fels





/s/ Chris Damian

 

Chris Damian




/s/ Dan Kleiman

 

Dan Kleiman








/s/ Robert Rovinsky

 

Robert Rovinsky





/s/ Jimmy Tate

 

Jimmy Tate





/s/ Lester Epstein

 

Lester Epstein





/s/ Andrew Henschel

 

Andrew Henschel





Balogh Family Partnership

By: /s/ Illegible

 

Name: Illegible





/s/ Mark Levinson

 

Mark Levinson





/s/ Kenneth Bernstein

 

Kenneth Bernstein





/s/ Barry Ross

 

Barry Ross





Chris & Renne Eilers

/s/ Chris Eilers

 

Chris Eilers

/s/ Renne Eilers

 

Renne Eilers










 - 15 -









 





Schedule 6(e)



Ascendiant Capital Group LLC has piggy-back registration rights for 750,000 shares of Common
Stock, Interim CFO Solutions LLC has piggy-back registration rights for 2,608,696 shares of Common
Stock underlying common stock purchase warrants, ACI Solutions has piggy-back registration rights
for 199,916 shares of Common Stock, WH Platts has piggy-back registration rights for 52,000 shares
of Common Stock and The Lippin Group has piggy-back registration rights for 11,000 shares of Common
Stock.




 









 








ANNEX A




Plan of Distribution




     The selling stockholders and any of their pledgees, donees, transferees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock on
any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use
any one or more of the following methods when selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer
solicits investors;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the
transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for
its account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable
exchange;
	 
	 	•	 	privately negotiated transactions;
	 
	 	•	 	to cover short sales and other hedging transactions made after the date that the
registration statement of which this prospectus is a part is declared effective by
the Securities and Exchange Commission;
	 
	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;
	 
	 	•	 	a combination of any such methods of sale; and
	 
	 	•	 	any other method permitted pursuant to applicable law.





     The selling stockholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.



     Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the investor of shares, from the
purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved.



     The selling stockholders may from time to time pledge or grant a security interest in some or
all of the Shares owned by them and, if they default in the performance of their secured



1









 







obligations, the pledgees or secured parties may offer and sell shares of common stock from time to
time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling stockholders to
include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus.



     Upon our being notified in writing by a selling stockholder that any material arrangement has
been entered into with a broker-dealer for the sale of common stock through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of
common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in this prospectus,
and (vi) other facts material to the transaction. In addition, upon our being notified in writing
by a selling stockholder that a donee or pledge intends to sell more than 500 shares of common
stock, a supplement to this prospectus will be filed if then required in accordance with applicable
securities law.



     The selling stockholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.



     The selling stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, that can be attributed to the sale of securities will be paid by the selling
stockholders and/or the purchasers of the securities.



     Each selling stockholder that is affiliated with a registered broker-dealer has confirmed to
us that, at the time it acquired the securities subject to the registration statement of which this
prospectus is a part, it did not have any agreement or understanding, directly or indirectly, with
any person to distribute any of such securities. The Company has advised each selling stockholder
that it may not use shares registered on the registration statement of which this prospectus is a
part to cover short sales of our common stock made prior to the date on which such registration
statement was declared effective by the SEC.



     We are required to pay certain fees and expenses incident to the registration of the shares.
We have agreed to indemnify the selling stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus
effective until the earlier of (i) the date on which the shares may be resold by the selling
stockholders without registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect and (ii) such time as all of
the shares have been publicly sold.



2









 





Annex B




SMARTVIDEO TECHNOLOGIES, INC.




Selling Securityholder Questionnaire



The undersigned beneficial owner of shares of Preferred Stock (including shares that may be
acquired upon exercise of warrants) (the “Registrable Securities”) of SmartVideo Technologies, Inc.
(the “Company”) understands that the Company has filed or intends to file with the Securities and
Exchange Commission a registration statement (the “Registration Statement”) for the
registration and resale under the Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Securities. This Questionnaire is delivered pursuant to the terms of the Registration
Rights Agreement, dated as of October ___, 2005 (the “Registration Rights Agreement”), among the
Company and the Investors named therein. A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.



Certain legal consequences arise from being named as a selling securityholder in the Registration
Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of
being named or not being named as a selling securityholder in the Registration Statement and the
related prospectus.



The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby
elects to include the Registrable Securities owned by it and listed below in Item 3 (unless
otherwise specified under such Item 3) in the Registration Statement.



The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:




	 	 	 	 	 
	1.

	 	Name.	 	 
	 
	 	 	 	 
	 

	 	(a)
	 	Full Legal Name of Selling Securityholder
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	(b)
	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities Listed in Item 3 below are held:
	 
	 	 	 	 
	 

	 	 	 	 





1









 






	 	 	 	 	 
	 

	 	(c)
	 	Full Legal Name of each Control Person (which means a natural person that
directly or indirectly has power to vote or dispose of the securities covered by this
Questionnaire):
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	2.     Address for Notices to Selling Securityholder:
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 
	Contact Person:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	3.    Beneficial Ownership of Registrable Securities:
	 
	 	 	 	 
	 

	 	(a)
	 	Type and Principal Amount of Registrable Securities beneficially owned:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	4.      Broker-Dealer Status:
	 
	 	 	 	 
	 

	 	(a)
	 	Are you a broker-dealer?
	 
	 	 	 	 
	 

	 	 	 	Yes  ̈                      No  ̈
	 
	 	 	 	 
	 

	 	Note:
	 	If yes, the SEC’s staff has indicated that you should be identified
as an underwriter in the Registration Statement.
	 
	 	 	 	 
	 

	 	(b)
	 	Are you an affiliate of a broker-dealer?
	 
	 	 	 	 
	 

	 	 	 	Yes  ̈                      No  ̈
	 
	 	 	 	 
	 

	 	(c)
	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?
	 
	 	 	 	 
	 

	 	 	 	Yes  ̈                      No  ̈






2









 






	 	 	 	 	 
	 

	 	Note:
	 	If no, the SEC’s staff has indicated that you should be identified
as an underwriter in the Registration Statement.






5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.




	 	 	 	 	 
	 	 	Except as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.
	 
	 	 	 	 
	 

	 	(a)
	 	Type and Amount of Other Securities beneficially owned by the Selling
Securityholder:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





6. Relationships with the Company:




	 	 	 
	 

	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.
	 
	 	 
	 

	 	State any exceptions here:






7. Claims against the Company:




	 	 	 
	 

	 	Except as set forth below, to the actual knowledge of the officers and directors or persons
performing similar functions for the undersigned, neither the undersigned nor any of its
Affiliates, officers, directors or principal equity holders (owners of 5% or more of the
equity securities of the undersigned) has any claims against the Company, its directors,
officers, agents and employees, and each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act) relating to the
Company’s sale of Registrable Securities to the undersigned.
	 
	 	 
	 

	 	State any exceptions here:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





3









 





The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein (other than changes in beneficial ownership of Common Stock after the
effectiveness of the Registration Statement) that may occur subsequent to the date hereof at any
time prior to the effectiveness of the Registration Statement or while the Registration Statement
remains effective.



By signing below, the undersigned consents to the disclosure of the information contained herein in
its answers hereto and the inclusion of such information in the Registration Statement and the
related prospectus and any amendments or supplements thereto. The undersigned understands that
such information will be relied upon by the Company in connection with the preparation or amendment
of the Registration Statement and the related prospectus.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be
executed and delivered either in person or by its duly authorized agent.




	 	 	 
	Dated:                                                             

	 	  Beneficial Owner:                                                             






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO:




Leslie J. Croland, P.A.

Edwards Angell Palmer & Dodge LLP

350 E. Las Olas Boulevard

Suite 1150

Fort Lauderdale, FL 33301-4215

Fax No. (954) 727-2601




4