Unassociated Document


    EXECUTION
VERSION

    
      
        
          	
                   

                	
                   

                


        
 

    

    REGISTRATION
RIGHTS AGREEMENT

    


    dated
as of July 14, 2010

    


    by
and between

    


    DESERT
HAWK GOLD CORP.

    


    and

    


    DMRJ
GROUP I, LLC

    
      
        	
                 

              	
                 

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  1.

                                                	
                                                  Definitions

                                                	 
      	
                                                  1

                                                
	 
      	 
      	 
      	 
      
	
                                                  2.

                                                	
                                                  Demand
      Registration

                                                	 
      	
                                                  3

                                                
	 
      	
                                                  2.1

                                                	
                                                  Long-Form
      Registrations

                                                	 
      	
                                                  3

                                                
	 
      	
                                                  2.2

                                                	
                                                  Short-Form
      Registrations

                                                	 
      	
                                                  3

                                                
	 
      	
                                                  2.3

                                                	
                                                  Effective
      Registrations

                                                	 
      	
                                                  4

                                                
	 
      	
                                                  2.4

                                                	
                                                  Priority

                                                	 
      	
                                                  4

                                                
	 
      	
                                                  2.5

                                                	
                                                  Underwritten
      Demand Registrations

                                                	 
      	
                                                  5

                                                
	 
      	
                                                  2.6

                                                	
                                                  Deferral

                                                	 
      	
                                                  5

                                                
	 
      	
                                                  2.7

                                                	
                                                  Limits

                                                	 
      	
                                                  6

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  3.

                                                	
                                                  Piggyback
      Registration

                                                	 
      	
                                                  6

                                                
	 
      	
                                                  3.1

                                                	
                                                  Right
      to Piggyback

                                                	 
      	
                                                  6

                                                
	 
      	
                                                  3.2

                                                	
                                                  Priority
      on Primary Registrations

                                                	 
      	
                                                  6

                                                
	 
      	
                                                  3.3

                                                	
                                                  Priority
      on Secondary Registrations

                                                	 
      	
                                                  7

                                                
	 
      	
                                                  3.4

                                                	
                                                  Other
      Registrations

                                                	 
      	
                                                  7

                                                
	 
      	
                                                  3.5

                                                	
                                                  Underwritten
      Piggyback Registrations

                                                	 
      	
                                                  7

                                                
	 
      	
                                                  3.6

                                                	
                                                  Limitations
      on Registrations

                                                	 
      	
                                                  8

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  4.

                                                	
                                                  Holdback
      Agreements

                                                	 
      	
                                                  8

                                                
	 
      	
                                                  4.1

                                                	
                                                  Holders’
      Agreements

                                                	 
      	
                                                  8

                                                
	 
      	
                                                  4.2

                                                	
                                                  Corporation’s
      Agreements

                                                	 
      	
                                                  9

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  5.

                                                	
                                                  Registration
      Procedures, etc

                                                	 
      	
                                                  9

                                                
	 
      	
                                                  5.1

                                                	
                                                  Registration
      Procedures Generally

                                                	 
      	
                                                  9

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  6.

                                                	
                                                  Registration
      Expenses

                                                	 
      	
                                                  12

                                                
	 
      	
                                                  6.1

                                                	
                                                  Corporation’s
      Expenses

                                                	 
      	
                                                  12

                                                
	 
      	
                                                  6.2

                                                	
                                                  Holder’s
      Expenses

                                                	 
      	
                                                  12

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  7.

                                                	
                                                  Indemnification

                                                	 
      	
                                                  13

                                                
	 
      	
                                                  7.1

                                                	
                                                  By
      the Corporation

                                                	 
      	
                                                  13

                                                
	 
      	
                                                  7.2

                                                	
                                                  By
      Each Holder

                                                	 
      	
                                                  13

                                                
	 
      	
                                                  7.3

                                                	
                                                  Procedure

                                                	 
      	
                                                  14

                                                
	 
      	
                                                  7.4

                                                	
                                                  Contribution

                                                	 
      	
                                                  14

                                                
	 
      	
                                                  7.5

                                                	
                                                  Survival
      and Remedies

                                                	 
      	
                                                  15

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  8.

                                                	
                                                  Compliance
      with Rule 144

                                                	 
      	
                                                  15

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  9.

                                                	
                                                  Participation
      in Underwritten Registrations

                                                	 
      	
                                                  15

                                                
	 
      	 
      	 
      	 
      	 
      
	
                                                  10.

                                                	
                                                  Miscellaneous

                                                	 
      	
                                                  16

                                                
	 
      	
                                                  10.1

                                                	
                                                  No
      Inconsistent Agreements

                                                	 
      	
                                                  16

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                10.2

              	
                Adjustments
      Affecting Registrable Shares

              	 
      	
                16

              
	 
      	
                10.3

              	
                Other
      Registration Rights

              	 
      	
                16

              
	 
      	
                10.4

              	
                Remedies

              	 
      	
                16

              
	 
      	
                10.5

              	
                Amendments
      and Waivers

              	 
      	
                16

              
	 
      	
                10.6

              	
                Successors
      and Assigns

              	 
      	
                16

              
	 
      	
                10.7

              	
                Severability

              	 
      	
                17

              
	 
      	
                10.8

              	
                Descriptive
      Headings

              	 
      	
                17

              
	 
      	
                10.9

              	
                Notices

              	 
      	
                17

              
	 
      	
                10.10

              	
                Jurisdiction,
      Etc

              	 
      	
                18

              
	 
      	
                10.11

              	
                Governing
      Law

              	 
      	
                18

              
	 
      	
                10.12

              	
                WAIVER
      OF JURY TRIAL

              	 
      	
                18

              
	 
      	 
      	 
      	 
      	 
      
	
                11.

              	
                Final
      Agreement

              	 
      	
                18

              
	 
      	 
      	 
      	 
      	 
      
	
                12.

              	
                Execution
      in Counterparts

              	 
      	
                19

              
	 
      	 
      	 
      	 
      	 
      
	
                13.

              	
                No
      Strict Construction

              	 
      	
                19

              


      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    

      DESERT
HAWK GOLD CORP.

       

      REGISTRATION RIGHTS
AGREEMENT

       

      This
REGISTRATION RIGHTS
AGREEMENT, dated as of July 14, 2010 (this “Agreement”), is by
and between Desert Hawk Gold Corp., a Nevada corporation (the “Corporation”), and
DMRJ Group I, LLC, a Delaware limited liability company (the “Investor”).

       

      A.           This
Agreement is made in connection with that certain Investment Agreement, dated as
of the date hereof, by and between the Corporation and the Investor (as amended,
amended and restated, modified or supplemented from time to time in accordance
with the terms thereof, the “Investment
Agreement”), pursuant to which the Investor has agreed to make available
to the Corporation a senior secured term loan credit facility of up to
$6,500,000.

       

      B.           As
an inducement to the Investor to enter into the Investment Agreement and to make
available the credit facility thereunder, the Corporation (i) has issued to
the Investor 958,033 shares of Series A Convertible Preferred Stock, par value
$0.001 per share, of the Corporation (the “Series A Preferred
Shares”) in exchange for payment therefor as set forth in the Investment
Agreement, and (ii) has agreed to enter into this Agreement in order to
grant certain registration rights to the Investor with respect to the shares of
Common Stock issuable upon conversion of the Series A Preferred Shares as set
forth below.

       

      In
consideration of the premises and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

       

      1.           Definitions.  In
addition to capitalized terms defined elsewhere in this Agreement, the following
capitalized terms shall have the following respective meanings when used in this
Agreement and shall be equally applicable to both the singular and plural forms
of the terms defined herein:

       

      “Agreement” has the
meaning set forth in the Preamble.

       

      “Business Day” means a
day of the year on which banks are not required or authorized by law to close in
New York City.

       

      “Commission” means the
Securities and Exchange Commission.

       

      “Common Stock” means
the Common Stock, $0.001 par value per share, of the Corporation.

       

      “Corporation” has the
meaning set forth in the Preamble.

       

      “Delay Period” has the
meaning set forth in Section
2.6.

       

      “Demand Registrations”
has the meaning set forth in Section
2.2.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Demand Registration
Statement” has the meaning set forth in Section
2.3.

       

      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

       

      “Initiating Holders”
has the meaning set forth in Section
2.5.

       

      “Investment Agreement”
has the meaning set forth in Recital A.

       

      “Investor” has the
meaning set forth in the Preamble.

       

      “Lock-Up Period” has
the meaning set forth in Section
4.1.

       

      “Long-Form Demand
Registrations” has the meaning set forth in Section
2.1.

       

      “Person” means an
individual, a partnership (general, limited or limited liability), a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization or other entity, or a
governmental entity or any department, agency or political subdivision
thereof.

       

      “Piggyback
Registration” has the meaning set forth in Section
3.1.

       

      “Preferred Shares”
means the Series A Preferred Shares.

       

      “Previously Designated
Registrable Shares” means the shares of Common Stock to which the
Previously Granted Registration Rights are applicable.

       

      “Previously Granted
Registration Rights” has the meaning set forth in Section
3.6(b).

       

      “Registrable Shares”
means at any time (i) any shares of Common Stock then outstanding which
were issued upon conversion of the Preferred Shares; (ii) any shares of
Common Stock then issuable upon conversion of the outstanding Preferred Shares;
(iii) any shares of Common Stock or other securities then outstanding which
were issued as, or were issued directly or indirectly upon the conversion or
exercise of other securities issued as, a dividend or other distribution with
respect to, in exchange for or in replacement of any shares referred to in
clauses (i) and (ii); and (iv) any shares of Common Stock or other
securities then issuable directly or indirectly upon the conversion or exercise
of other securities which were issued as a dividend or other distribution with
respect to, in exchange for or in replacement of any shares referred to in
clauses (i) and (ii); provided, however, that
Registrable Shares shall not include any shares which have been sold pursuant to
an offering registered under the Securities Act or which have been sold to the
public pursuant to Rule 144 under the Securities Act.  For purposes of
this Agreement, a Person will be deemed to be a holder of Registrable Shares
whenever such Person has the right to acquire such Registrable Shares, whether
or not such acquisition actually has been effected.

       

      “Registration
Expenses” has the meaning set forth in Section
6.1.

       

      “Registration Period”
has the meaning set forth in Section
5.1(b).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Securities Act” means
the Securities Act of 1933, as amended.

       

      “Series A Preferred
Shares” has the meaning set forth in Recital B.

       

      “Short-Form Demand
Registrations” has the meaning set forth in Section
2.2.

       

      2.           Demand
Registration.

       

      2.1           Long-Form
Registrations.  Subject to the terms of this Agreement, the
holders of at least thirty-three percent (33%) of the then outstanding
Registrable Shares may, at any time after the earlier of (i) the first
anniversary of the date hereof and (ii) one hundred eighty (180) days after
an initial public offering of the Corporation’s securities under the Securities
Act, request registration (which may include a shelf registration) under the
Securities Act of all or part of their Registrable Shares on Form S-1 or any
similar long-form registration.  Within ten (10) days after receipt of
any request pursuant to this Section 2.1, the
Corporation will give written notice of such request to all other holders of
Registrable Shares and will include in such registration all Registrable Shares
with respect to which the Corporation has received written requests for
inclusion within fifteen (15) days after delivery of the Corporation’s
notice.  All registrations requested pursuant to this Section 2.1 are
referred to herein as “Long-Form Demand
Registrations.”  The Corporation is obligated to effect no more
than two (2) Long-Form Demand Registrations unless the Corporation is unable to
use a Form S-3 (or any similar short form registration) at any time after the
Corporation would otherwise be eligible to use a Form S-3 (or any similar short
form registration) because (i) the Corporation has not filed all of the
material to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act for
a period of at least twelve (12) calendar months immediately preceding the date
the requested registration statement would be filed in accordance with this
Agreement; (ii) the Corporation has not filed in a timely manner all
reports required to be filed during the twelve (12) calendar months and portion
of a month immediately preceding the date the requested registration statement
would be filed in accordance with this Agreement; (iii) if the Corporation
has used (during the twelve (12) calendar months and any portion of a month
immediately preceding the date the requested registration statement would be
filed in accordance with this Agreement) Rule 12b-25(b) of the Exchange Act with
respect to a report or a portion of a report, the Corporation failed to file
that report or portion thereof within the time period prescribed by such rule,
or (iv) the Corporation or any of its subsidiaries, since the end of the last
fiscal year for which certified financial statements thereof were included in a
report filed pursuant to Section 13(a) or 15(d) of the Exchange Act (A) failed
to pay any dividend or sinking fund installment on preferred stock of the
Corporation or (B) defaulted on (I) any installment or installments on
indebtedness for borrowed money or (II) on any rental on one or more long-term
leases, which defaults in the aggregate are material to the financial position
of the Corporation and its subsidiaries, taken as a whole.

       

      2.2           Short-Form
Registrations.  In addition to the Long-Form Registrations
provided pursuant to Section 2.1 above,
the holder or holders of Registrable Shares proposing to sell Registrable Shares
with an expected aggregate offering price to the public of at least $500,000
will be entitled to request from time to time registrations under the Securities
Act of all or part of their Registrable Shares on Form S-3 or any similar
short-form registration (“Short-Form Demand
Registrations”, and, together with Long-Form Demand Registrations, the
“Demand
Registrations”), if available; provided, however, that the
Corporation shall not be obligated to effect more than two (2) Short-Form Demand
Registrations in any twelve (12) month period.  Within ten (10) days
after receipt of any request pursuant to this Section 2.2, the
Corporation will give written notice of such request to all other holders of
Registrable Shares and will include in such registration all Registrable Shares
with respect to which the Corporation has received written requests for
inclusion within fifteen (15) days after delivery of the Corporation’s
notice.  Demand Registrations will be Short-Form Demand Registrations
whenever the Corporation is permitted to use any applicable short
form.  Once the Corporation has become subject to the reporting
requirements of the Exchange Act, the Corporation will use its reasonable
efforts to make Short-Form Demand Registrations available for the sale of
Registrable Shares.  If a Short-Form Demand Registration is to be an
underwritten public offering, and if the underwriters for marketing or other
reasons request the inclusion in the registration statement of information which
is not required under the Securities Act to be included in a registration
statement on the applicable form for the Short-Form Demand Registration, the
Corporation will provide such information as may be reasonably requested for
inclusion by the underwriters in the Short-Form Demand
Registration.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.3           Effective
Registrations.  The Corporation shall use its commercially
reasonable efforts to maintain the effectiveness of a registration statement
filed with respect to any Demand Registration (a “Demand Registration
Statement”) at all times during the Registration Period (as defined
below).  A Demand Registration shall not be deemed to have been
effected and count as a Demand Registration described in Sections 2.1 and
2.2 unless a
Demand Registration Statement with respect thereto has become effective and
remains effective at all times during the Registration Period, unless such
registration statement shall be withdrawn at the request of the holders
requesting such registration.

       

      2.4           Priority.  The
Corporation will not include in any Demand Registration any securities which are
not Registrable Shares or Previously Designated Registrable Shares without the
written consent of the holders of a majority of the Registrable Shares to be
included in such Demand Registration.  If a Demand Registration is an
underwritten public offering and the managing underwriters advise the
Corporation in writing that in their opinion the number of securities requested
to be included in the registration creates a substantial risk of adversely
affecting the marketability of the offering, the Corporation will include in
such registration such number of securities that in the written opinion of such
underwriters can be sold without creating such a risk in the following order of
priority:  first, the Registrable Shares
and Previously Designated Registrable Shares requested to be included in such
registration, pro rata among the
respective holders of Registrable Shares and Previously Designated Registrable
Shares on the basis of the number of Registrable Shares or Previously Designated
Registrable Shares owned by such holders, with further successive pro rata allocations
among the holders of Registrable Shares and Previously Designated Registrable
Shares if any such holder of Registrable Shares or Previously Designated
Registrable Shares has requested the registration of less than all such
Registrable Shares or Previously Designated Registrable Shares such holder is
entitled to register, and second, if and to the extent
the holders of a majority of the Registrable Shares have consented in writing to
the inclusion of any other securities, such other securities requested to be
included in such registration.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.5           Underwritten Demand
Registrations.  If the holders of Registrable Shares initiating
a Demand Registration hereunder (the “Initiating Holders”)
intend to distribute the Registrable Shares covered by their request by means of
an underwritten public offering, they shall so advise the Corporation as a part
of a request made pursuant to Sections 2.1 and
2.2 and the
Corporation shall include such information in its written notices referred to in
Sections 2.1
and 2.2.  The
holders of a majority of the Registrable Shares included in any Demand
Registration shall have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the Corporation’s approval,
which approval shall not be unreasonably withheld or delayed.  In such
event, the right of any holder of Registrable Shares to include such holder’s
Registrable Shares in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s
Registrable Shares in the underwriting to the extent provided
herein.  The Corporation and all holders of Registrable Shares
proposing to distribute their Registrable Shares through such underwriting shall
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting.

       

      2.6           Deferral.  The
Corporation shall be entitled to postpone the filing of any Demand Registration
Statement otherwise required to be prepared and filed by the Corporation
pursuant to Section
2.1 or 2.2, delay a request
for effectiveness of any such Demand Registration Statement, or suspend the use
of any effective Demand Registration Statement filed with respect to any Demand
Registration, for a reasonable period of time, but not in excess of thirty (30)
days (a “Delay
Period”), if the board of directors of the Corporation determines that,
in its good faith judgment, the registration and distribution of the Registrable
Shares covered or to be covered by such Demand Registration Statement would
require the disclosure of material, non-public information by the Corporation in
the Demand Registration Statement with respect to which the board of directors
of the Corporation believes that the Corporation has a bona fide business
purpose for preserving confidentiality, and the Corporation promptly gives the
Initiating Holders a written certificate signed by an executive officer of the
Corporation notifying such Initiating Holders of such determination and an
approximation of the period of the anticipated delay; provided, however, that the
Corporation shall not have the right to initiate more than one (1) Delay Period
in any six (6) month period.  If the Corporation shall so postpone the
filing of a Demand Registration Statement, the Initiating Holders shall have the
right to withdraw such Initiating Holders’ request for the applicable Demand
Registration by giving written notice thereof to the Corporation within thirty
(30) days after receipt of the notice of postponement, and, in the event of such
withdrawal, such request shall not be counted for purposes of determining the
number of Demand Registrations which the Corporation is obligated to effect
pursuant to Sections
2.1 and 2.2.  The
time period for which the Corporation is required to maintain the effectiveness
of any Demand Registration Statement shall be extended by the aggregate number
of days of the applicable Delay Period during such registration.  The
Corporation shall not be entitled to initiate a Delay Period unless it shall
(i) to the extent permitted by agreements with other security holders of
the Corporation, concurrently prohibit sales by such other security holders
under registration statements covering securities held by such other security
holders, and (ii) in accordance with the Corporation’s policies from time
to time in effect, forbid purchases and sales in the open market by directors
and executive officers of the Corporation during such Delay Period.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      2.7           Limits.  The
Corporation shall not be obligated to prepare and file, and the Corporation
shall be permitted to delay or abandon, a registration statement with respect to
any Registrable Shares of any holder thereof if all such Registrable Shares of
such holder may then be sold pursuant to Rule 144 of the Securities Act without
restriction or limitation (including, without limitation, imposed by the volume
or manner of offering restrictions) and without public information requirements;
provided, however, that in no
event shall the registration rights granted under this Agreement terminate any
time prior to the second anniversary of the date of the Corporation’s initial
public offering of securities under the Securities Act.

       

      3.           Piggyback
Registration.

       

      3.1           Right to
Piggyback.  Whenever the Corporation proposes to register any
of its securities under the Securities Act (other than pursuant to a Demand
Registration hereunder) in connection with the public offering of such
securities, whether or not for sale for its own account (other than a
registration relating solely to the sale of securities issued to employees,
directors and consultants of the Corporation under an employee benefit plan on
Form S-8 or similar form which may be promulgated in the future, or a
registration relating solely to securities issued to effect a business
combination pursuant to Rule 145 promulgated under the Securities Act on Form
S-4 or similar form which may be promulgated in the future), and the
registration form to be used may be used for the registration of any Registrable
Shares (a “Piggyback
Registration”), the Corporation will give prompt written notice (and in
any event at least thirty (30) days prior to filing any registration statement
with respect to such Piggyback Registration or, in the case of any demand
registration other than a Demand Registration under this Agreement, within five
(5) Business Days after its receipt of notice of any exercise of such demand
registration rights) to all holders of the Registrable Shares of its intention
to effect such a registration and will include in such registration all
Registrable Shares (in accordance with the priorities set forth in Section 3.2 below)
with respect to which the Corporation has received written requests for
inclusion within thirty (30) days after the delivery of the Corporation’s
notice.  The Corporation shall use its commercially reasonable efforts
to maintain the effectiveness of a registration statement filed with respect to
any Piggyback Registration at all times during the Registration
Period.  No Piggyback Registration effected under this Section 3.1 shall
relieve the Corporation of its obligation to effect any Demand Registration
under Sections
2.1 and 2.2, nor shall any
Piggyback Registration be deemed to have been effected pursuant to Sections 2.1 and
2.2.  There
shall be no limit on the number of times the holders of Registrable Shares may
request Piggyback Registration of Registrable Shares under this Section
3.1.

       

      3.2           Priority on Primary
Registrations.  If a Piggyback Registration is an underwritten
public offering (other than a secondary registration of securities held solely
by stockholders of the Corporation, as to which Section 3.3 shall
apply) and the managing underwriters advise the Corporation in writing that in
their opinion the number of securities requested to be included in the
registration creates a substantial risk of adversely affecting the marketability
of the offering, the Corporation will include in such registration such number
of securities that in the written opinion of such underwriters can be sold
without creating such a risk in the following order of
priority:  first, the securities that
the Corporation proposes to sell, if any, second, (i) the securities
requested to be included therein by the holders initiating such registration, if
any, (ii) the Registrable Shares requested to be included in such registration,
and (iii) the Previously Designated Registrable Shares requested to be included
in such registration, pro rata among the
holders of such securities on the basis of the number of shares of such
securities being so requested for inclusion in such registration which are owned
by such holders (and pro rata among the
respective holders of Registrable Shares on the basis of the number of
Registrable Shares owned by such holders, with further successive pro rata allocations
among the holders of Registrable Shares if any such holder of Registrable Shares
has requested the registration of less than all such Registrable Shares such
holder is entitled to register), and third, other securities
requested to be included in such registration; provided that,
notwithstanding the priority allocations set forth in this Section 3.2, the
amount of Registrable Shares included in a registered offering shall not be
reduced below twenty-five percent (25%) of the total amount of securities
included in such offering, unless (i) such offering is the initial public
offering of the Corporation’s securities, in which case all Registrable Shares
may be excluded if the underwriters make the determination described above and
no other stockholder’s securities are included, or (ii) the inclusion of
Previously Designated Registrable Shares in the offering as provided for in this
Section 3.2
causes the  amount of Registrable Shares included in a registered
offering to be reduced below twenty-five percent (25%) of the total amount of
securities included in such offering.

       

      
        
          
          

        

        
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      3.3           Priority on Secondary
Registrations.  If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Corporation’s securities, and
the managing underwriters advise the Corporation in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Corporation shall include in
such registration such number of securities that in the written opinion of such
underwriter can be sold without creating such a risk in the following order of
priority:  first, the securities
requested to be included therein by the holders requesting such registration and
the Registrable Shares requested to be included in such registration, and to the
extent required, the Previously Designated Registrable Shares requested to be
included in such registration, pro rata among the
holders of such securities on the basis of the number of securities so requested
to be included therein owned by each such holder, and second, other securities
requested to be included in such registration.

       

      3.4           Other
Registrations.  If the Corporation has previously filed a
registration statement with respect to Registrable Shares pursuant to Section 2 or pursuant
to this Section
3, and if such previous registration has not been withdrawn or abandoned,
the Corporation will not file or cause to be effected any other registration of
any of its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least one hundred
twenty (120) days has elapsed from the effective date of such previous
registration.

       

      3.5           Underwritten Piggyback
Registrations.  If the securities registered in any Piggyback
Registration are to be distributed by means of an underwritten public offering,
the Corporation shall include such information in the written notice referred to
in Section
3.1.  If any holder of Registrable Shares elects to participate
in such underwritten Piggyback Registration, each such holder shall enter into
an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting, which underwriting agreement shall also be
entered into by the Corporation and the holders initiating such Piggyback
Registration.  Any investment banker(s) and manager(s) selected to
administer the offering shall be subject to the prior approval of holders of a
majority of the Registrable Shares, which approval shall not be unreasonably
withheld or delayed.

       

      
        
          
          

        

        
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      3.6           Limitations on
Registrations.

       

      (a)           The
Corporation shall not register any of its securities for sale for its own
account (other than securities issued to employees, directors and consultants of
the Corporation under an employee benefit plan registered on Form S-8 or similar
form which may be promulgated in the future, or securities issued to effect a
business combination pursuant to Rule 145 promulgated under the Securities Act
registered on Form S-4 or similar form which may be promulgated in the future
and other than a shelf registration on Form S-3 (but not including any sale of
securities “pulled down” from such shelf registration)) except as a firm
commitment underwriting.

       

      (b)           Without
limiting any provision contained in the Corporation’s articles of incorporation,
the Corporation shall not, without the separate prior written approval
of the holder or the holders of a majority of the Registrable Shares, grant
or award to any Person any registration rights with respect to, or otherwise
register on behalf of any Person (other than the Corporation), any securities of
the Corporation, except for (i) the registration rights granted hereunder,
(ii) registrations of Registrable Shares, securities issued to employees,
directors and consultants of the Corporation under an employee benefit plan
registered on Form S-8 or similar form which may be promulgated in the future,
and securities issued to effect a business combination pursuant to Rule 145
promulgated under the Securities Act registered on Form S-4 or similar form
which may be promulgated in the future, and (iii) such piggyback
registration rights as have been previously granted by the Corporation and
remain in effect as of the date hereof, which outstanding piggyback registration
rights are described in reasonable detail (including the name of the holder of
such rights, number of securities eligible for registration, grant and expiry
date of such rights, and general terms of such rights) on Schedule 3.6(b)
hereof (the “Previously Granted
Registration Rights”).

       

      4.           Holdback
Agreements.

       

      4.1           Holders’
Agreements.  Each holder of Registrable Shares agrees not to
effect any public sale or distribution (including pursuant to Rule 144) of
equity securities of the Corporation, or any securities convertible into or
exchangeable or exercisable for such securities, during the 180-day period
beginning on the effective date of any initial public offering of securities
pursuant to a firmly underwritten offering registered under the Securities Act
(the “Lock-Up
Period”), unless (a) the underwriters managing the registered public
offering otherwise agree, or (b) directors, officers and other senior
management of the Corporation (or any holder of Previously Granted Registration
Rights) do not agree to the same restrictions in this Section
4.1.  Nothing herein shall prevent a holder of Registrable
Shares, during the Lock-Up Period, (i) from exercising its Piggyback
Registration rights pursuant to Section 3.1,
(ii) from putting securities of the Corporation in a trust, gifting such
securities, or selling or distributing securities of the Corporation that were
acquired on the open market, (iii) that is a partnership from making a
distribution of securities of the Corporation to its partners, (iv) that is
a limited liability company from making a distribution of securities of the
Corporation to its members, (v) that is a trust from making a distribution
of securities of the Corporation to its beneficiaries, or (vi) that is a
corporation from making a distribution of securities of the Corporation to its
stockholders, provided that the
transferees of such securities of the Corporation agree to be bound by the
provisions of this Agreement to the extent the transferor would be so
bound.

       

      
        
          
          

        

        
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      4.2           Corporation’s
Agreements.  The Corporation agrees not to file a registration
statement with respect to any public sale or distribution of its equity
securities, or any securities convertible into, or exchangeable or exercisable
for, such securities, during the seven (7) days prior to and during the 180-day
period beginning on the effective date of any underwritten Demand Registration
or any underwritten Piggyback Registration (except as part of such underwritten
registration or pursuant to registrations on Form S-8 or any successor form),
unless the underwriters managing the underwritten Demand Registration or
Piggyback Registration otherwise agree.

       

      5.           Registration Procedures,
etc.

       

      5.1           Registration Procedures
Generally.  Whenever the holders of Registrable Shares have
requested that any Registrable Shares be registered pursuant to this Agreement,
the Corporation will use its reasonable best efforts to effect the registration
and sale of such Registrable Shares in accordance with the intended method of
disposition thereof and, pursuant thereto, the Corporation will as expeditiously
as possible:

       

      (a)           prepare
and file with the Commission a registration statement on the applicable form in
accordance with the terms hereof with respect to such Registrable Shares and use
its reasonable best efforts to cause such registration statement to become
effective as soon as expeditiously possible thereafter (provided that before
filing a registration statement or prospectus, or any amendments or supplements
thereto, the Corporation will furnish copies of all such documents proposed to
be filed to the counsel or counsels for the sellers of the Registrable Shares
covered by such registration statement);

       

      (b)           prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus(es) used in connection therewith as
may be necessary to keep such registration statement effective until the earlier
of (i) the date on which all remaining Registrable Shares covered by such
registration statement may be sold pursuant to Rule 144 without volume
restrictions or public information requirements and any and all restrictive
legends have been removed from such Registrable Shares and (ii) when all
Registrable Shares covered by such registration statement have been disposed of
pursuant to such registration statement or otherwise cease to be Registrable
Shares (the “Registration
Period”), and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such Registration Period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;

       

      (c)           furnish
to each seller of Registrable Shares such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus(es) included in
such registration statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller;

       

      (d)           use
its reasonable best efforts to register or qualify such Registrable Shares under
such other securities or “blue sky” laws of such jurisdictions in the United
States of America as any seller of Registrable Shares reasonably requests and do
any and all other acts and things which may be reasonably necessary or advisable
to enable such seller to consummate the disposition in such jurisdictions of the
Registrable Shares owned by such seller (provided that the
Corporation will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph or (ii) consent to general service of process in any such
jurisdiction);

       

      
        
          
          

        

        
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      (e)           promptly
notify each seller of such Registrable Shares (i) when a registration
statement, prospectus or any supplement or amendment thereto has been filed,
and, with respect to such registration statement or any post-effective amendment
thereto, when the same has become effective, (ii) of any request by the
Commission for amendments or supplements to a registration statement or a
prospectus related thereto or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings by any Person for
such purpose, (iv) of the receipt by the Corporation of any notification
with respect to the suspension of the qualification of any Registrable Shares
for sale under the securities or “blue sky” laws of any jurisdiction or the
initiation of any proceedings for such purpose, and (v) of the happening of
any event as a result of which the prospectus included in any registration
statement related thereto contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading, and the
Corporation will promptly prepare and file with the Commission a supplement or
amendment to such registration statement or such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not
misleading;

       

      (f)           cause
all such Registrable Shares to be listed on each securities exchange or market
on which similar securities issued by the Corporation are then
listed;

       

      (g)           provide
a transfer agent and registrar for all such Registrable Shares not later than
the effective date of such registration statement;

       

      (h)           if
any Registrable Shares registered in any Demand Registration or Piggyback
Registration are to be distributed by means of an underwritten public offering,
enter into such customary agreements (including underwriting agreements in
customary form) and take all such other customary actions as the holders of a
majority of the Registrable Shares being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Shares (including, but not limited to, providing marketing support,
including presentations by members of senior management, as is reasonably
requested by holders of Registrable Shares participating in the offering to
facilitate the success of the offering);

       

      (i)           make
available for inspection by any seller of Registrable Shares, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Corporation, and cause the Corporation’s officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;

       

      
        
          
          

        

        
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      (j)           advise
each seller of such Registrable Shares, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use all reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;

       

      (k)           at
least forty-eight (48) hours prior to the filing of any registration statement
or prospectus, or any amendment or supplement to such registration statement or
prospectus, or any response to any Commission comment letter with respect to
such registration statement or prospectus, furnish a copy thereof to each seller
of such Registrable Shares and refrain from filing any such registration
statement, prospectus, amendment or supplement, and from transmitting any
response to a Commission comment letter, to which counsel selected by the
holders of a majority of the Registrable Shares being registered shall have
reasonably objected;

       

      (l)           if
requested by a holder of Registrable Shares, (i) incorporate in a
prospectus supplement or post-effective amendment such information as such
holder requests to be included therein relating to the sale and distribution of
Registrable Shares, including, without limitation, information with respect to
the number of Registrable Shares being offered or sold, the purchase price being
paid therefor, the Persons selling the Registrable Shares and any other terms of
the offering of the Registrable Shares, (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as notified of
the matters to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to any registration
statement related thereto if requested by a holder of such Registrable
Shares;

       

      (m)           make
generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the
Securities Act) covering a twelve-month period beginning not later than the
first day of the Corporation’s fiscal quarter next following the effective date
of any registration statement related to Registrable Shares; and

       

      at the
request of any seller of such Registrable Shares in connection with an
underwritten offering, furnish on the date or dates provided for in the
underwriting agreement:  (i) an opinion of counsel, addressed to
the underwriters and the sellers of Registrable Shares, covering such matters as
such counsel, underwriters and sellers may reasonably agree upon, including such
matters as are customarily furnished in connection with an underwritten
offering, and (ii) a letter or letters from the independent certified
public accountants of the Corporation addressed to the underwriters and the
sellers of Registrable Shares, covering such matters as such accountants,
underwriters and sellers may reasonably agree upon, in which letter(s) such
accountants shall state, without limiting the generality of the foregoing, that
they are independent certified public accountants within the meaning of the
Securities Act and that in their opinion the financial statements and other
financial data of the Corporation included in the registration statement, the
prospectus(es), or any amendment or supplement thereto, comply in all material
respects with the applicable accounting requirements of the Securities
Act.

       

      
        
          
          

        

        
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      (n)           Cooperation of Selling Stock
Holders.  Whenever under the preceding Sections of this
Agreement the holders of Registrable Shares are registering such shares pursuant
to any registration statement, each such holder agrees to (i) timely provide in
writing to the Corporation, at its request, such information and materials as
the Corporation may reasonably request in order to effect the registration of
such Registrable Shares in compliance with federal and applicable state
securities laws, and (ii) provide the Corporation with appropriate
representations with respect to the accuracy of such information provided by
such parties.

       

      6.           Registration
Expenses.

       

      6.1           Corporation’s
Expenses.  All expenses incident to the Corporation’s
performance of or compliance with this Agreement, including, but not limited to,
all registration and filing fees, fees and expenses of compliance with
securities or “blue sky” laws, printing expenses, messenger and delivery
expenses, fees and disbursements of custodians and fees and disbursements of
counsel for the Corporation and all independent certified public accountants,
underwriters (excluding discounts and commissions) and other Persons retained by
the Corporation (all such expenses being herein called “Registration
Expenses”), will be borne by the Corporation (including any Registration
Expenses in connection with any registration initiated as a Demand Registration
which is not deemed to be effected pursuant to Section
2.3).  In addition, the Corporation will pay its internal
expenses (including, but not limited to, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit or quarterly review, the expense of any liability insurance
obtained by the Corporation and the expenses and fees for listing the securities
to be registered on each securities exchange or market.

       

      6.2           Holder’s
Expenses.  In connection with any registration statement in
which Registrable Shares are included, the Corporation will reimburse the
holders of Registrable Shares covered by such registration for the reasonable
cost and expenses incurred by such holders in connection with such registration,
including, but not limited to, reasonable fees and disbursements of one counsel
chosen by the holders of a majority of such Registrable Shares.

       

      
        
          
          

        

        
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      7.           Indemnification.

       

      7.1           By the
Corporation.  The Corporation agrees to indemnify, defend and
hold harmless, to the fullest extent permitted by law, each holder of
Registrable Shares, its officers, directors, partners and members, and each
Person who controls such holder (within the meaning of the Securities Act or
Exchange Act) against all losses, claims, damages, liabilities, amounts paid in
settlement and expenses (including, but not limited to, attorney’s fees and
expenses) (joint or several) caused by (a) any untrue or alleged untrue
statement of material fact contained or incorporated by reference in any
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto, (b) any omission or alleged omission to
state in any registration statement or any amendment thereto (including, without
limitation, through incorporation by reference) a material fact required to be
stated therein or necessary to make the statements therein not misleading, or by
any omission or alleged omission to state in any prospectus, preliminary
prospectus or amendment or supplement thereto (including, without limitation,
through incorporation by reference) 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, or (c) any
violation or alleged violation by the Corporation of the Securities Act, the
Exchange Act, any state securities law or any other law relating to the offering
covered by such registration statement or any rule or regulation promulgated
thereunder, except insofar as any losses, claims, damages, liabilities, amounts
paid in settlement or expenses relating to (x) clauses (a) or (b) above are
caused by any untrue statement or omission or alleged untrue statement or
omission based upon written information related to such holder furnished to the
Corporation by, or on behalf of, such holder specifically for use therein, or
(y) any defect in a prospectus if (i) the final prospectus was amended
or supplemented by the Corporation, (ii) the Corporation furnished such
amendment or supplement to the holder (or any Person controlling such holder)
from which the Person asserting such loss, claim, damage or liability acquired
Registrable Shares, (iii) the final prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability, and (iv) the final prospectus was not sent by, or
delivered on behalf of, such holder to such Person at or prior to the written
confirmation of the sale of the Registrable Shares to such Person; and the
Corporation will promptly reimburse each such indemnified person for any legal
or other expenses reasonably incurred by them, as incurred, in connection with
investigating or defending any such loss, claim, damage, liability, settlement
or expenses, provided such indemnified person shall agree to remit such payments
to the Corporation if it is finally determined by a court of competent
jurisdiction that such person was not entitled to indemnification
hereunder.  The payments required by this Section 7.1 will be
made periodically during the course of the investigation or defense, as and when
bills are received or expenses incurred.

       

      7.2           By Each
Holder.  In connection with any registration statement in which
a holder of Registrable Shares is participating, each such holder agrees to,
severally and not jointly, indemnify the Corporation, its directors and officers
who sign the registration statement and accountants and each Person who controls
the Corporation (within the meaning of the Securities Act or Exchange Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained or incorporated by
reference in the registration statement, prospectus or preliminary prospectus,
or any amendment thereof or supplement thereto, or any omission or alleged
omission to state in any registration statement or any amendment thereto
(including, without limitation, through incorporation by reference) a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any omission or alleged omission to state in any prospectus,
preliminary prospectus or amendment or supplement thereto (including, without
limitation, through incorporation by reference) 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, but only to the extent
that such untrue statement or omission is contained in or omitted from any
written information related to such holder furnished to the Corporation by, or
on behalf of, such holder specifically for use therein; provided that the
liability of each such holder of Registrable Shares will be in proportion to and
limited in all events to the net amount received by such holder from the sale of
Registrable Shares pursuant to such registration statement.

       

      
        
          
          

        

        
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      7.3           Procedure.  Any
Person entitled to indemnification hereunder will (i) give prompt written
notice to the indemnifying Person of any claim with respect to which it seeks
indemnification, and (ii) unless in such indemnified Person’s reasonable
judgment an actual or potential conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim, permit such
indemnifying Person to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified Person provided the indemnifying Person has
acknowledged in writing to the indemnified Person such indemnifying Person’s
obligation to so indemnify the indemnified Person hereunder.  If such
defense is assumed, the indemnified Person will not be subject to any liability
for any settlement made by the indemnifying Person without its consent (which
consent will not be unreasonably withheld, delayed or conditioned), unless such
settlement is solely for monetary damages and includes an unconditional release
of such indemnified Person from all liability on claims that are the subject
matter of such proceeding.  An indemnifying Person who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying Person with respect to such claim, unless in the reasonable
judgment of any indemnified Person a conflict of interest may exist between such
indemnified Person and any other of such indemnified parties with respect to
such claim.  An indemnifying Person who is not entitled to, or elects
not to, assume the defense of a claim shall not be liable for any settlement of
any proceeding effected without its written consent (which consent will not be
unreasonably withheld, delayed or conditioned) but, if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying Person
agrees to indemnify the indemnified Person from and against any loss or
liability by reason of such settlement or judgment.

       

      7.4           Contribution.  If
the indemnification provided for in this Section 7 is held by
a court of competent jurisdiction to be unavailable to an indemnified Person
with respect to any loss, liability, claim, damage or expense referred to
herein, then the indemnifying Person, in lieu of indemnifying such indemnified
Person hereunder, shall contribute to the amount paid or payable by such
indemnified Person as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying Person on the one hand, and of the indemnified Person on the other
hand, in connection with the statements or omissions or violations of the
Securities Act, the Exchange Act, any state securities law or any other law,
rule or regulation relating to the applicable offering that resulted in such
loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations.  The relative fault of the indemnifying
Person and of the indemnified Person shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying Person or by the indemnified Person and the parties’ relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission; provided that the
liability of each holder of Registrable Shares under this Section 7.4 will be
in proportion to and limited in all events to the net amount received by such
holder from the sale of Registrable Shares pursuant to such registration
statement.

       

      The
Corporation and each holder of Registrable Shares agree that it would not be
just or equitable if contribution pursuant to this Section 7.4 were
determined by pro rata allocation or by
any other method of allocation that does not take account of the equitable
considerations referred to in the foregoing paragraph.  The amount
paid or payable by an indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the foregoing paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified Person in connection with
investigating or defending any such action or claim.  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.

       

      
        
          
          

        

        
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      7.5           Survival and
Remedies.  The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified Person or any officer, director or
controlling Person of such indemnified Person and will survive the transfer of
Registrable Shares.  The Corporation also agrees to make such
provisions as are reasonably requested by any indemnified Person for
contribution to such Person in the event the Corporation’s indemnification is
unavailable for any reason.  The remedies provided for in Section 7 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law, in equity or otherwise.

       

      8.             Compliance with Rule
144.  In the event that the Corporation (a) registers a
class of securities under Section 12 of the Exchange Act, (b) issues an
offering circular meeting the requirements of Regulation A under the Securities
Act or (c) commences to file reports under Section 13 or 15(d) of the
Exchange Act, then at the reasonable request of any holder of Registrable Shares
who proposes to sell securities in compliance with Rule 144 of the Commission,
the Corporation will (i) make and keep public information available (as
those terms are understood and defined in Rule 144) so as to enable the holders
of Registrable Shares to make sales pursuant to Rule 144, (ii) file with
the Commission in a timely manner all reports and other documents required of
the Corporation under the Securities Act and the Exchange Act so long as the
Corporation remains subject to such requirements and the filing of such reports
and other documents is required for the applicable provisions of Rule 144, and
(iii) forthwith furnish to such holder (x) a written statement by the
Corporation that it has complied with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act, (y) a copy of the most recent
annual or quarterly report of the Corporation and such other reports and
documents so filed by the Corporation, and (z) such other information as
may be reasonably requested to permit such holder to sell such Registrable
Shares pursuant to Rule 144 without registration.  In addition and
without limitation of any other provision contained herein, as soon as
practicable (but in any event not later than sixty (60) calendar days) following
the written request of the Investor or holders of at least one-third of the
Registrable Shares, the Corporation shall file with the Commission current “Form
10 information” as contemplated by and in accordance with Rule
144(i).

       

      9.           Participation in
Underwritten Registrations.  No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees
to sell its securities on the basis provided in any underwriting arrangements
approved by such Person or Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting
arrangements.

       

      
        
          
          

        

        
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      10.           Miscellaneous.

       

      10.1        No Inconsistent
Agreements.  The Corporation will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the holders of Registrable Shares in this Agreement.

       

      10.2        Adjustments Affecting
Registrable Shares.  The Corporation will not take any action,
or permit any change to occur, with respect to its articles of incorporation or
bylaws which would prevent the holders of Registrable Shares from including such
Registrable Shares in a registration undertaken pursuant to, or otherwise
prevent the holders from exercising their rights under, this Agreement or which
would prohibit the Corporation from granting the holders the registration rights
set forth in this Agreement.

       

      10.3        Other Registration
Rights.  The Corporation will not hereafter grant to any Person
or Persons the right to request the Corporation to register any equity
securities of the Corporation, or any securities convertible or exchangeable
into or exercisable for such securities, or to participate in any registration,
which right conflicts or interferes with any of the rights granted hereunder or
to the extent such participation rights provide for the inclusion of securities
on a parity with or prior to the inclusion of Registrable Shares.  The
Corporation will not include in any Demand Registration any securities which are
not Registrable Shares (for the purposes of Section 2) unless and
until all Registrable Shares requested to be registered have first been so
included, except with respect to Previously Designated Registrable Shares which
may be included as otherwise expressly provided herein.

       

      10.4        Remedies.  Any
Person having rights under any provision of this Agreement will be entitled to
enforce such rights specifically, to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law; provided that no
Person having rights under any provision of this Agreement shall have any right
to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.

       

      10.5        Amendments and
Waivers.  Except as otherwise expressly provided herein, the
provisions of this Agreement may be amended at any time only by the written
agreement of the Corporation and the holders of a majority of the Registrable
Shares.  Any waiver, permit, consent or approval of any kind or
character on the part of any such holders of any provision or condition of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in writing.  Any amendment or waiver effected
in accordance with this Section 10.5 shall be
binding upon each holder of Registrable Shares and the Corporation.

       

      10.6        Successors and
Assigns.  Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of either
of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or
not.  In addition, and whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of the
purchasers or holders of Registrable Shares are also for the benefit of, and
enforceable by, any subsequent holders of such Registrable Shares.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      10.7        Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

       

      10.8        Descriptive
Headings.  The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

       

      10.9        Notices.  All
notices and other communications provided for hereunder shall be in writing
(including telecopy communication confirmed by mail or delivery) and mailed,
telecopied, e-mailed or delivered:

       

      (a)           if
to the Investor, to it at:

       

      DMRJ
Group I, LLC

      Carnegie
Hall Tower

      152 West
57th
Street

      New York,
New York  10019

      Attention:

      Telephone:
(212) 582-2222

      Telecopier:  (212)
582-2424

      E-mail
Address:  dlevy@platinumlp.com

      


      (b)           if
to the Corporation, to it at:

       

      Desert
Hawk Gold Corp.

      Attention:  Robert
E. Jorgensen, Chairman

      8921 N.
Indian Trail Road, #288

      Spokane,
WA   99208

      Telephone:  (509)
434-8161

      Telecopier:

      E-mail
Address: bjorg53@yahoo.com

       

      with a
copy (with shall not constitute notice) to:

       

      Ronald N.
Vance

      Attorney
at Law

      1656
Reunion Avenue

      Suite
250

      South
Jordan, UT 84095

      Telephone:  (801)
446-8802

      Telecopier:  (801)
446-8803

      E-mail
Address:  ron@vancelaw.us

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      or, as to
any party or any other holder of Registrable Shares, at such other telecopy
number or address as shall be designated by such party or holder in a written
notice to the other parties.  All such notices and other
communications shall, when mailed, telecopied, e-mailed or delivered, be
effective when received or, in the case of delivery by mail, on the fourth
(4th)
Business Day after such notice or other communication shall have been deposited
in the mail, postage prepaid, return receipt requested or, in the case of
delivery by overnight express courier, on the Business Day following the
Business Day such notice or communication shall have been deposited with such
courier service.  Delivery by telecopier of an executed counterpart of
any amendment or waiver of any provision of this Agreement or the Note or of any
other Loan Document shall be effective as delivery of an original executed
counterpart thereof.

       

      10.10     
Jurisdiction,
Etc.

       

      (a)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York
County, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the fullest extent permitted by law, in such Federal court.  Each of
the parties hereto agrees that a final judgment in any such action or
proceeding, to the extent permitted by law, shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any right
that any party may otherwise have to bring any action or proceeding relating to
this Agreement in the courts of any jurisdiction.

       

      (b)           Each
of the parties hereto irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any New York State or Federal
court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

       

      10.11      Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made
and to be performed in such State.

       

      10.12      WAIVER OF JURY
TRIAL.  THE PARTIES HERETO IRREVOCABLY WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

       

      11.           Final
Agreement.  This Agreement, together with the Investment
Agreement and all other agreements entered into by the parties hereto pursuant
to the Investment Agreement, constitute the complete and final agreement of the
parties concerning the matters referred to herein, and supersedes all prior
agreements and understandings.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      12.           Execution in
Counterparts.  This Agreement may be executed in multiple
counterparts, each of which when so executed and delivered shall be deemed an
original, and all of which together shall constitute one
instrument.

       

      13.           No Strict
Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be used against any
Person.

       

      [Remainder
of Page Intentionally Left Blank]

       

      [Signature
Page Follows]


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

      


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

       

    

    
      
        	 
      	
                CORPORATION:

              
	 
      	 
      
	 
      	
                DESERT
      HAWK GOLD CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert E. Jorgensen

              
	 
      	 
      	
                Name:   Robert
      E. Jorgensen

              
	 
      	 
      	
                Title:     Chief
      Executive Officer

              


      

    

    


    
      
        	 
      	
                INVESTOR:

              
	 
      	 
      
	 
      	
                DMRJ
      GROUP I, LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Daniel Small

              
	 
      	 
      	
                Name:   Daniel
      Small

              
	 
      	 
      	
                Title:     Portfolio
      Manager

              


      

    

    
       

      [Signature
Page to Registration Rights Agreement]