IRONRIDGE®


REGISTRATION RIGHTS AGREEMENT


This Registration
Rights Agreement (this "Agreement") is made and entered into as of April 20, 2012, between East Coast Diversified
Corporation, a Nevada corporation (the "Company"), and lronridge Technology Co., a division of Ironridge Global IV, Ltd.,
a British Virgin Islands business company ("Purchaser").


This Agreement
is made pursuant to the Stock Purchase Agreement, dated as of the date hereof between Company and Purchaser (the "Purchase
Agreement").


Company and Purchaser hereby agrees
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(d).


"Effectiveness
Date" means, with respect to the initial Registration Statement required to be filed hereunder, the 90th calendar day
following Filing Date.


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


"Filing
Date" means, with respect to the Registration Statement required hereunder, on or before April 15, 2012.


"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).


"Plan
of Distribution" shall have the meaning set forth in Section 2(a).


"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
by the Commission pursuant to 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 a 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 (i) the Shares issuable, including without limitation all Common Shares, and (ii) any shares
of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with
respect to the foregoing.


"Registration
Statement" means the registration statement required to be filed hereunder and any additional registrations statements
contemplated in Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


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


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


"Selling
Stockholder Questionnaire" shall have the meaning set forth in Section 3(a).


"SEC
Guidance" means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


2.Resale Registration.


(a)On or prior
to the Filing Date, Company shall prepare and file with the Commission a Registration Statement covering the resale of the Registrable
Securities for an offering to be made by the Holder(s) on a continuous basis pursuant to Rule 415. The Registration Statement shall
be on Form S-1, or if Company is eligible Form S-3, and shall contain substantially the "Plan of Distribution"
attached hereto as Annex A. Subject to the terms of this Agreement, Company shall use its best efforts to cause a Registration
Statement to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof, but in
any event prior to the Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective
under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder
or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (1)
may be sold without the requirement for Company to be in compliance with the current public information requirement under Rule
144 or (II) Company is in compliance with the current public information requirement under Rule 144, or (iii) the Commitment Period
has expired and no Registrable Securities are then outstanding, as determined by the counsel to Company pursuant to a written opinion
letter to such effect, addressed and acceptable to Company's transfer agent and the affected Holders (the "effectiveness
Period"). Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration
Statement on the same Trading Day that Company telephonically confirms effectiveness with the Commission. Company shall file a
final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if the Staff
of the Commission (the "Staff") or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement (and notwithstanding that Company used diligent efforts to advocate with
the Commission for the registration of all or a greater portion of Registrable Securities), then Company shall reduce the number
of Registrable Securities to be included in such Registration Statement (with the prior consent of the Holder as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration
Statement to become effective.



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3.Registration
Procedures


In connection with Company's registration obligations
hereunder, Company shall:


(a)Not
less than five Trading Days prior to the filing of the Registration Statement and not less than 1 Trading Day prior to the filing
of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to
be incorporated therein by reference), Company shall, (i) furnish to Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of Holder,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as
shall be necessary, in the reasonable opinion of respective counsel to Holder to conduct a reasonable investigation within the
meaning of the Securities Act. Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Holder shall reasonably object in good faith, provided that Company is notified of such objection in writing
no later than 5 Trading Days after the Holder has been so furnished copies of a Registration Statement or 1 Trading Day after the
Holder has been so furnished copies of any related Prospectus or amendments or supplements thereto. Holder agrees to furnish to
Company a completed questionnaire in the form attached to this Agreement as Annex B (a "Selling Stockholder Questionnaire")
on a date that is not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the
date on which the Holder receives draft materials in accordance with this Section.


(b)(i)
Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission 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 (subject to the terms of this Agreement),
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 Commission with respect to the Registration Statement or any amendment thereto and as promptly as reasonably
possible provide the Holder true and complete copies of all correspondence from and to the Commission relating to the Registration
Statement (provided that Company may excise any information contained therein which would constitute material non-public information
as to Holder); and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act
with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period
in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holder set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.






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(c)If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then Company shall file as soon as reasonably practicable, an additional Registration
Statement covering the resale by the Holder of not less than 100% of the number of such Registrable Securities.


(d)Notify
the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies Company whether
there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information; (iii) of the issuance by the Commission 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 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; (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 a 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; and (vi) the occurrence or existence of any pending corporate development with respect to Company
that Company believes may be material and that, in the determination of Company, makes it not in the best interest of Company to
allow continued availability of a Registration Statement or Prospectus; provided that any and all of such information shall remain
confidential to Holder until such information otherwise becomes public, unless disclosure by Holder is required by law; provided,
further, notwithstanding Holder's agreement to keep such information confidential, the Holder makes no acknowledgement that
any such information is material, non-public information.






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(e)Use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or
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.


 


(f)Furnish
to Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided that any such item which is available on
the EDGAR system (or successor thereto) need not be furnished in physical form.


(g)Subject
to the terms of this Agreement, Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by the Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment
or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


(h)Company
shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing
with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Holder, and Company shall pay the
filing fee required by such filing within two (2) Business Days of request therefor.


(i)Prior
to any resale of Registrable Securities by Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United
States as Holder reasonably requests in writing, to keep each 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 the Registration Statement; provided that Company shall not be required
to qualify generally to do business in any jurisdiction where it is not then so qualified, subject Company to any material tax
in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.


(j)If
requested by the Holder, cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the 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 Holder may request.



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(k)Upon the
occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into
account Company's good faith assessment of any adverse consequences to Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to the 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 the 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 Company notifies the Holder in accordance with clauses
(iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have
been made, then the Holder shall suspend use of such Prospectus. Company will use its best efforts to ensure that the use of the
Prospectus may be resumed as promptly as is reasonably practicable.


(l)Comply
with all applicable rules and regulations of the Commission.


(m) Company
may require the Holder to furnish to Company a certified statement as to the number of shares of Common Stock beneficially owned
by the Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the
Shares. The Holder acknowledges that it will be named as an "underwriter" of the Registrable Securities in the Prospectus,
as required by Commission policies.


4.Registration Expenses.
All fees and expenses incident to the performance of or compliance with this Agreement by Company shall be borne by Company whether
or not any Registrable Securities are sold pursuant to the 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
(of Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B)
with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by Company in writing (including, without limitation,
fees and disbursements of counsel for Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities)
and (D) if not previously paid by Company in connection with an Issuer Filing, with respect to any filing that may be required
to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule
5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for Company, (v) Securities Act liability insurance, if Company so
desires such insurance, and (vi) fees and expenses of all other Persons retained by Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, 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 as required
hereunder. In no event shall Company be responsible for any broker or similar commissions of Holder or, except to the extent provided
for in the Transaction Documents, any legal fees or other costs of the Holder.






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5.Indemnification


(a)Indemnification
by Company. Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless Holder, the officers,
directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result
of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons
with a functionally equivalent role of a Person holding such tides, notwithstanding a lack of such title or any other title) of
Holder, each Person who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent
role of a Person holding such titles, notwithstanding a lack of such title or any other title) 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 (1) 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, or (2) any violation or alleged violation by Company of the Securities Act, Exchange Act or any state securities
law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to
the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding Holder
furnished in writing to Company by Holder expressly for use therein, or to the extent that such information relates to Holder or
Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by 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) or (ii) in the case of an occurrence of an event
of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable Prospectus
after Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the
Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). Company shall notify the Holder promptly
of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this
Agreement of which Company is aware.


(b)Indemnification
by Holder. Holder shall, severally and not jointly, indemnify and hold harmless Company, its directors, officers, agents
and employees, each Person who controls 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, to the extent arising out of or based solely upon: (x) Holder's failure to comply
with the prospectus delivery requirements of the Securities Act 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 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 not misleading (i) to the extent, but only to the extent, that such
untrue statement or omission is contained in any information so furnished in writing by Holder to Company specifically for inclusion
in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to Holder's proposed method
of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by Holder of an outdated, defective or otherwise unavailable for use by the Holder Prospectus after Company has notified
Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt
by Holder of the Advice contemplated in Section 6(d). In no event shall the liability of Holder hereunder be greater in amount
than the dollar amount of the net proceeds received by Holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation.






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(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 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 counsel to the Indemnified Party shall reasonably believe 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 no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. 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.






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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 judicially determined not to be entitled to indemnification
hereunder.


(d)Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, 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 Agreement, any reasonable attorneys' or other 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), the Holder shall not be required to contribute
pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in
the case of fraud by Holder.


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.



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6.Miscellaneous


(a)Remedies.
in the event of a breath by Company or by the Holder, of any of their respective obligations under this Agreement, Holder or Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, induding recovery
of damages, will be entitled to specific performance of its rights under this Agreement. Company and 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 not assert or shall waive the defense that a remedy at law would be adequate.


(b)No
Piggyback on Registrations. Neither Company nor any of its security holders (other than the Holder in such capacity pursuant
hereto) may include securities of Company in the Registration Statement other than the Registrable Securities.


(c)Compliance.
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.


(d)Discontinued
Disposition. Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from Company of the
occurrence of any event of the kind described in Section 3(d), Holder will forthwith discontinue disposition of such Registrable
Securities under a Registration Statement until it is advised in writing (the "Advice") by Company that the use
of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. Company will use its best efforts to
ensure that the use of the Prospectus may be resumed as promptly as it is reasonably practicable.


(e)Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by Company and the Holder.


(f) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Purchase Agreement


(g)Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors. Neither party
may assign this Agreement or any rights or obligations hereunder (other than by merger).


(h)No
Inconsistent Agreements. Neither Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall Company
or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that
would have the effect of impairing the rights granted to the Holder in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(h) neither Company nor any of the Subsidiaries has previously entered into
any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied
in full.



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(i)Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a ".pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or ".pdf” signature page were an 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 other 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 commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



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(m) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to
limit or affect any of the provisions hereof.


 


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


 


EAST COAST DIVERSIFIED CORPORATION


 





	 By	 	 
	 Name:	 	 
	 Title:	 	 
	 	 	 



 


 


IRONRIDGE TECHNOLOGY CO.,


a division of IRONRIDGE GLOBAL
IV, LTD.


 





	 By	/s/ Peter Cooper	 
	 Name:	Peter Cooper        	 
	 Title:	Director 	 



 



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ANNEX A


Plan of Distribution


The Selling Stockholder
(the "Selling Stockholder") of the common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other 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 Stockholder may use any one or more of the following methods when selling shares:


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



		·	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;



		·	settlement of short sales entered into after the effective date of the registration statement
of which this prospectus is a part;



		·	broker-dealers may agree with the Selling Stockholder to sell a specified
number of such shares at a stipulated price per share;



		·	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;



		·	a combination of any such methods of sale; or



		·	any other method permitted pursuant to applicable law.



The Selling
Stockholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"),
if available, rather than under this prospectus.


Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for Purchaser of shares, from Purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess
of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.



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In connection
with the sale of the common stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The Selling Stockholder may also sell shares of the common stock short and deliver these securities to close out its
short position, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholder
may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus,
which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


The Selling
Stockholder is an underwriter within the meaning of the Securities Act 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. The Selling Stockholder has informed Company
that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the
Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight
percent (8%).


Company is required
to pay certain fees and expenses incurred by Company incident to the registration of the shares. Company has agreed to indemnify
the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


Because the
Selling Stockholder is an "underwriter" within the meaning of the Securities Act, it will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholder.


We agreed to
keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholder without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable
state securities taws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


Under applicable
rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available
to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale.



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Annex B


East Coast Diversified Corporation

Selling Securityholder Notice and Questionnaire


The undersigned
beneficial owner of common stock, par value $0.001 per share (the "Common Stock"), of East Coast Diversified Corporation,
a Nevada corporation (the "Company"), (the "Registrable Securities") understands that Company
has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement
on Form S-1 (the "Registration Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement, dated as of April 20, 2012 (the "Registration Rights Agreement"), among Company
and Purchasers named therein. A copy of the Registration Rights Agreement is available from 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.


NOTICE


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.



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


QUESTIONNAIRE


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:
	 	 	 
	 	 	 
	 	 	 



		(c)	Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 



 


2. Address
for Notices to Selling Securityholder:


	 	 
	 	 
	 	 
	Telephone:	 
	Fax:	 
	Contact Person:	 



 


3.
Beneficial Ownership of Registrable Securities:


		(a)	Type and Number of Registrable
Securities beneficially owned (not including the Registrable Securities that are issuable
pursuant to the Purchase Agreement):
	 	 	 
	 	 	 
	 	 	 









 






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4. Broker-Dealer Status:





	 	 (a)	Are
you a registered broker-dealer?
	 	 	 
	 	 	Yes £
                              No £
	 	 	 
		(b)	If
                                                                                                                                       'yes"
                                                                                                                                       to
                                                                                                                                       Section
                                                                                                                                       4(a),
                                                                                                                                       did
                                                                                                                                       you
                                                                                                                                       receive
                                                                                                                                       your
                                                                                                                                       Registrable
                                                                                                                                       Securities
                                                                                                                                       as
                                                                                                                                       compensation
                                                                                                                                       for
                                                                                                                                       investment
                                                                                                                                       banking
                                                                                                                                       services
                                                                                                                                       to
                                                                                                                                       Company.
	 	 	 
	 	 	Yes £
                              No £
	 	 	 
	 	Note:	If
                                                                                no, the Commission's staff has indicated that
                                                                                you should be identified as an underwriter in
                                                                                the Registration Statement.






	 	(c)	Are
                                                                                                         you an affiliate of a
                                                                                                         registered broker dealer?
	 	 	 
	 	 	Yes £
                              No £
	 	 	 
		(d)	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 £
	 	 	 
	 	Note:	 If no, the Commission's staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	 	 
	5. Beneficial Ownership of Other Securities of 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 Company other than the Registrable Securities listed above in Item 3.
	 	 	 
	 	(a)	Type
and Amount of Other Securities beneficially owned by the Selling Securityholder:


	 	 	 
	 	 	 
	 	 	 










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	6. Relationships with 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 Company (or its predecessors or affiliates) during the past three years.  
	 	 	 
		State any exceptions here:
	 	 	
	 	 	 
	 	 	 









The
undersigned agrees to promptly notify Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.





By signing
below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 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 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 Notice and Questionnaire to be executed and delivered either
in person or by its daily authorized agent.


IRONRIDGE TECHNOLOGY CO.,


a division of IRONRIDGE GLOBAL IV, LTD.


 








	 By	 /s/ Peter Cooper	 
	 Name:	 Peter Cooper        	 
	 Title:	 Director 	 
	 	 	 
	 	 	 



 


 






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