Registration Rights Agreement



 Exhibit 4.2 
  

REGISTRATION RIGHTS AGREEMENT 
  
 This REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made and entered into as of this 26th day of July, 2005, by and among ALLIN
CORPORATION, a Delaware corporation (the Company ), and those persons whose names appear on the signature page hereof (collectively, the “Subscribers”). 
  
 WITNESSETH: 
  
 WHEREAS, the Subscribers have agreed to purchase from the Company shares of
Series H Redeemable Preferred Stock, par value $.01 per share, of the Company (the “Series H Preferred Stock”) and related warrants (the “Warrants”) to purchase shares of common stock, par value $.01 per share, of the Company
(the “Common Stock”); and 
  
 WHEREAS, the Series H
Preferred Stock and the Warrants, if issued, will be issued to the Subscribers without registration under the Securities Act of 1933, as amended, and applicable state securities laws, and the Company and the Subscribers desire to provide hereunder
for compliance therewith and for the possible registration of the shares of Common Stock issuable upon exercise of the Warrants. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual independent covenants contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 1.1 Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: 

 
 Applicable Period - In the case of a Shelf
Registration Statement, the period referred to in Section 2.1(a)(ii), and in the case of any other Registration Statement, nine months or such shorter period as is necessary to complete the distribution of the Registrable Securities covered thereby.

  
 Conversion Shares - The shares of
Common Stock (i) issued to Qualified Holders upon exercise of the Warrants, and (ii) issued as a stock dividend or in a stock split or in connection with any other stock combination or division in respect of the Conversion Shares issued upon such
conversion and/or exercise. 
  
 Demand -
As defined in Section 2.1(a)(i) hereof. 
  
 Exchange Act - The Securities Exchange Act of 1934, as amended, or similar federal statute then in effect, and a reference to a particular section thereof or regulation thereunder shall be deemed to include a reference to the
comparable section, if any, of, or regulation, if any, under, any such similar federal statute. 
  

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 Issue Date - The date on which the Series H Preferred Stock and the Warrants are
first issued. 
  
 Majority Holders -
Qualified Holders holding a majority of the Registrable Securities included in a Shelf Registration Statement. 
  
 Notice of Demand - As defined in Section 2.1(a)(i) hereof. 
  
 Person - An individual, partnership, joint venture, corporation, trust, unincorporated organization
or government or any department or agency thereof. 
  
 Piggy-back Registration - A registration of Conversion Shares pursuant to Section 2.1(b) hereof. 
  
 Qualified Holder - Each Subscriber so long as it or he holds any of the Conversion Shares and each Person to whom a Subscriber or a
Qualified Holder transfers such Conversion Shares. 
  
 Prospectus - The prospectus included in a Registration Statement, including any preliminary prospectus, and any such Prospectus 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 by all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all exhibits thereto and all material
incorporated by reference therein. 
  
 Registrable Securities - Any Conversion Shares issued to, and held by, a Qualified Holder. As to any Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement or, if earlier, when the Applicable Period shall have expired
with respect to such securities; (ii) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act; (iii) new certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; or (iv) they shall have ceased to be outstanding.

  
 Registration Statement - The Shelf
Registration Statement, any registration statement registering shares held by Qualified Holders pursuant to Section 2.1(b) hereof and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  

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 SEC - The Securities and Exchange Commission. 
  
 Securities Act - The Securities Act of 1933, as
amended, or similar federal statute then in effect, and a reference to a particular section thereof or regulation thereunder shall be deemed to include a reference to the comparable section, if any, of, or regulation, if any, under, such similar
federal statute. 
  
 Seller - As defined
in Section 2.1(g) hereof. 
  
 Shelf
Registration - A registration required to be effected pursuant to Section 2.1(a). 
  
 Shelf Registration Statement - A shelf registration statement of the Company pursuant to the provisions of Section 2.1(a) of this
Agreement which covers Registrable Securities and is filed on Form S-3 under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 Underwriter - A person who acts as an underwriter with respect to any registration of securities pursuant to this Agreement.

  
 Underwritten Offering - A sale of
securities of the Company to an Underwriter or Underwriters for reoffering to the public. 
  
 ARTICLE II 
  
 REGISTRATION RIGHTS

  
 2.1 Registration. 
  
 (a) Shelf Registration. 
  
 (i) At any time from the Issue Date until the fifth
anniversary of the Issue Date, one or more Qualified Holders holding in the aggregate at least the number of Conversion Shares equal to ten percent of the Conversion Shares that may or have been issued (as adjusted for stock splits, stock dividends,
reverse stock splits or any other combination or division of the Conversion Shares) will be entitled to deliver to the Company, on one occasion, a written notice (a “Demand”) requesting a Shelf Registration. Upon receipt of a Demand, the
Company will deliver to each Qualified Holder a written notice (the “Notice of Demand”) which shall include a copy of the Demand together with a statement to the effect that the Company will include all Registrable Securities in a Shelf
Registration pursuant to this Section 2.1(a) unless the Company receives, by a date specified in the Notice of Demand (which shall be no less than 20 days 
  

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 following the delivery of such Notice of Demand), a notice from a Qualified Holder to exclude all or a
portion of such Qualified Holder’s Registrable Securities from such Shelf Registration. Following receipt of a Demand, the Company shall, as expeditiously as reasonably possible, use its best efforts to effect a Shelf Registration of all
Registrable Securities except those which a Qualified Holder has on a timely basis requested to be excluded from such Shelf Registration and those of any Qualified Holder who does not provide information reasonably requested by the Company in
connection with the Shelf Registration Statement. The Company may, at its option, include in such Shelf Registration Statement shares held by any shareholder other than the Qualified Holders having rights similar to those contained in this Section
2.1(a). 
  
 (ii) The Company agrees to use its
best efforts to keep the Shelf Registration Statement continuously effective for a period of two years following the date on which such Shelf Registration Statement is initially declared effective or such shorter period which will terminate when all
of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by
the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration. 
  
 (iii) On one occasion, the Majority Holders of the
Registrable Securities covered by a Shelf Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering. In such event, the Company shall be entitled to engage an investment banking firm selected by the
Company to serve as Underwriter. 
  
 (b) Piggy-back
Registration. 
  
 (i) If the Company at any
time prior to the seventh anniversary of the Issue Date, proposes to register any of its securities for an Underwritten Offering under the Securities Act (other than pursuant to a Shelf Registration), whether or not for sale for its own account, and
if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will each such time give prompt written notice to all Qualified Holders of its intention to do so. Upon the written request of any
such Qualified Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Qualified Holder), the Company will use its best efforts to cause all such
Registrable Securities as to which Qualified Holders requested registration to be registered under the Securities Act (with the securities which the Company at the time proposes to register), so as to permit the sale or other disposition by such
Qualified Holders of such Registrable Securities. 
  

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 (ii) No registration effected pursuant to this Section 2.1(b) shall be deemed to have
been effected pursuant to Section 2.1(a) hereof. 
  
 (iii) Notwithstanding anything to the contrary in this Section 2.1(b), the Company shall have the right to discontinue any Piggy-back Registration at any time prior to the effective date of such Piggy-back Registration if the registration
of other securities giving rise to such Piggy-back Registration is discontinued; but no such discontinuation shall preclude an immediate or subsequent request for a Shelf Registration. 
  
 (c) Registration Procedures. If the Company is required by the provisions of this Section 2.1 to use
its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Section, the Company will, as expeditiously as possible: 
  
 (i) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and
use its best efforts to cause such Registration Statement to become and remain effective during the Applicable Period; in the case of a Shelf Registration Statement, such Registration Statement shall be (A) reasonably acceptable to special counsel
for the Qualified Holders and (B) available for the sale of Registrable Securities in accordance with the intended method or methods of distribution of the selling Qualified Holders (subject to the limitation set forth in Section 2.1(a)(iii)
hereof); 
  
 (ii) prepare and file with the SEC
such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for the Applicable Period and to comply with the provisions of the Securities Act with respect to the sale or other
disposition of all securities covered by such Registration Statement during the Applicable Period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement; 
  
 (iii) furnish to each seller of such Registrable Securities
and, in the case of an Underwritten Offering, each Underwriter of the securities being sold by such seller, such number of copies of such Registration Statement, such number of copies of the Prospectus included in such Registration Statement and
such other documents as such seller and Underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (including any Prospectus amended or supplemented as set forth
in Section 2.1(c)(vi)); 
  
 (iv) use its best
efforts to register or qualify such Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as any seller and each Underwriter of the securities being sold by such seller shall
reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such seller and 
  

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 underwriter to consummate the disposition in such jurisdictions of such Registrable Securities owned by
such seller; provided, the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.1(c)(iv) be obligated
to be qualified, (B) subject itself to taxation in any such jurisdiction, (C) to consent to general service of process in any such jurisdictions, or (D) register or qualify such Registrable Securities in more than ten states; 
  
 (v) use its best efforts to cause such Registrable
Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable
Securities; 
  
 (vi) notify each seller of any
such Registrable Securities covered by such Registration Statement (i) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings
for that purpose, (ii) of receipt of notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, (iii) at any time when a
Prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing (other than a fact relating to such seller), and promptly use its best efforts
to prepare a Prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not include 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 not misleading in the light of the circumstances then existing; 
  
 (vii) otherwise use its best efforts to comply with federal and state laws and all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act; 
  
 (viii) use its best efforts (A) to cause all such Registrable Securities covered by such Registration
Statement to be listed on each securities exchange on which similar securities issued by the Company are then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (B) to secure designation of
all such Registrable Securities covered by such registration statement as a NASDAQ national market system security within the meaning of Rule 11Aa2 -1 under the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable
Securities and, without limiting the 
  

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 generality of the foregoing, to arrange for at least two market makers to register as such with respect
to such Registrable Securities with the National Association of Securities Dealers; 
  
 (ix) provide a transfer agent and registrar for all such Registrable Securities covered by such Registration Statement not later than the
effective date of such Registration Statement; 
  
 (x) in the case of an Underwritten Offering, enter into an underwriting agreement in customary form and take such other actions as Majority Holders shall reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities; 
  
 (xi) in the case of
an Underwritten Offering, use its best efforts to obtain an opinion from the Company’s counsel and a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily
covered by such opinions and cold comfort letters; 
  
 (xii) make available for inspection by any seller of such Registrable Securities covered by such Registration Statement, by any Underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any
attorney, accountant or other agent retained by any such seller or any such Underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors
and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; provided, however, that all such persons shall agree to standard
confidentiality provisions regarding all such records, documents and information; and 
  
 (xiii) permit any holder of Registrable Securities which holder, in the sole and exclusive judgment, exercised in good faith, of such
holder, might be deemed to be a controlling person of the Company, to participate in the preparation of such registration or comparable statement. 
  
 Each Qualified Holder shall be deemed to have agreed by including Registrable Securities in a Registration Statement that upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 2.1(c)(vi) hereof, such Qualified Holder will forthwith discontinue such Qualified Holder’s disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Qualified Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.1(c)(vi) hereof and, if so directed by the Company, will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such Qualified Holder’s possession of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company
shall give any such notice, the Applicable Period shall be extended 
  

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 by the number of days during the period from and including the date of the giving of such notice to and
including the date when each seller of any Registrable Securities covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 2.1(c)(vi) hereof. 
  
 If any Registration Statement, Prospectus or comparable statement refers to
any holder by name or otherwise as the holder of any securities of the Company, then (whether or not, in the sole and exclusive judgment, exercised in good faith, of such holder, such holder is or might be deemed to be a controlling person of the
Company) such holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such holder and presented to the Company in writing, to the effect that the holding of such holder of such
securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial
requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal or state statute then in force, the deletion of the reference to such holder. Each
seller shall provide to the Company in writing information concerning itself required by law to be included in any Registration Statement registering shares held by such seller. 
  
 (d) Registration Expenses. The Company shall, whether or not any Shelf Registration or Piggy-back
Registration shall become effective, pay all expenses incident to its performance of or compliance with this Section in connection with a Shelf Registration or Piggy-back Registration, including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws (subject to the limitation set forth in Section 2.1(c)(iv) hereof), printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all
independent public accountants (including the expenses of any audit and/or cold comfort letter) and other persons retained by the Company and reasonable fees and disbursements of one counsel or firm of counsel chosen by the Majority Holders, and any
fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding underwriting commissions and discounts). In all cases, any allocation of Company personnel or other general overhead expenses of the Company or
other expenses for the preparation of financial statements or other data normally prepared by the Company in the ordinary course of its business shall be borne by the Company. 
  
 (e) Indemnification and Contribution. The Company hereby indemnifies, to the extent permitted by law,
each Qualified Holder, its officers and directors, if any, and each Person, if any, who controls such Qualified Holder within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in
respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such 
  

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 losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any
untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information respecting such Qualified Holder furnished in writing to the Company by such Qualified Holder expressly for use therein. If the
offering pursuant to any Registration Statement provided for under this Section is made through Underwriters, the Company agrees to enter into an underwriting agreement in customary form with such Underwriters and to indemnify such Underwriters,
their officers and directors, if any, and each Person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses
(under the Securities Act or common law or otherwise), joint or several, caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company
shall have furnished any amendment s or supplements thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information respecting such
Underwriters or the participating Qualified Holders furnished in writing to the Company by such Underwriters or the participating Qualified Holders expressly for use therein. In connection with any Registration Statement with respect to Registrable
Securities held by a Qualified Holder, each such Qualified Holder will furnish to the Company in writing such information respecting such Qualified Holder as shall be reasonably requested by the Company for use in any such Registration Statement or
Prospectus and will indemnify, to the extent permitted by law, the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages,
liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration
Statement or Prospectus or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so furnished in writing by such Qualified Holder expressly for
use therein. If the offering pursuant to any such Registration Statement is made through Underwriters, each such Qualified Holder agrees to enter into an underwriting agreement in customary form with such Underwriters, and to indemnify such
Underwriters, their officers and directors, if any, and each Person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act to the same extent as hereinbefore provided with respect to indemnification by such
Qualified Holder of the Company. Any Person entitled to indemnification under the provisions of this Section 2.1(e) shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the defense of such claim, with counsel
reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the 
  

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 indemnified party if such settlement attributes liability to the indemnified party and such indemnifying
party shall not be subject to any liability for any such settlement made without its consent (which consent shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any Registration Statement provided for
under this Section shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or
firm of counsel for all parties indemnified by such indemnifying party in respect of such claim, unless in the reasonable judgment of any such indemnified party a conflict of interest may exist between such indemnified party and any other of such
indemnified parties in respect to such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a participating Qualified Holder, its officers, directors or any Person, if any, who controls
such Qualified Holder as aforesaid, and shall survive the transfer of such securities by such Qualified Holder. 
  
 If for any reason the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (x) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on
the one hand and the indemnified party on the other or (y) if the allocation provided by clause (x) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party as well as any
other relevant equitable considerations. Contributions required to be made by an Underwriter, if any, shall be governed by the terms of the underwriting agreement. Notwithstanding the foregoing, 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. 
  
 (f) Certain Limitations on Registration Rights. 
  
 (i) In the case of an Underwritten Offering under a Shelf Registration, if the Majority Holders determine to
enter into an underwriting agreement in connection therewith, or, in the case of a Piggy-back Registration, if the Company or holders of securities initially requesting or demanding such registration have determined to enter into an underwriting
agreement in connection therewith, all Registrable Securities to be included in such registration shall be subject to such underwriting agreement, and no Person may participate in such registration unless such Person agrees to sell such
Person’s securities on the basis provided in the underwriting arrangements approved by the Company or such holders and completes and/or executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other reasonable
documents which must be executed under the terms of such underwriting arrangements. 
  

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 (ii) Notwithstanding anything to the contrary in this Section 2.1, if the Company shall
previously have received a request for registration under this or any other registration rights agreement, and if such previous registrations shall not have been withdrawn or abandoned, the Company will not effect any registration of any of its
securities under the Securities Act (other than a registration on Form S-4 or S-8 (or any similar form) or other publicly registered offering pursuant to the Securities Act pertaining to the issuance of securities under any benefit plan, employee
compensation plan, or employee or director stock purchase plan or in connection with an offer of securities solely to existing security holders) whether or not for sale for its own account, until a period of three months shall have elapsed from the
effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities. 
  
 (g) Allocation of Securities Included in Registration Statement. In the case of an Underwritten
Offering, if the Company’s managing Underwriter shall advise the Company and the Qualified Holders in writing that the inclusion in any registration pursuant to this Section of some or all of the Registrable Securities sought to be registered
by the holders requesting such registration creates a substantial risk that the proceeds or price per unit the Sellers (as defined below) will derive from such registration will be reduced or that the number of securities to be registered (including
those sought to be registered at the instance of the Company and any other party entitled to participate in such registration as well as those sought to be registered by the Qualified Holders) is too large a number to be reasonably sold, then the
number of Registrable Securities sought to be registered by each Seller shall be reduced pro rata in proportion to the number of securities sought to be registered by all Sellers to the extent necessary to reduce the number of securities to be
registered to the number recommended by the managing Underwriter. 
  
 For purposes of this Section 2.1(g) the term “Seller” shall mean and include the Company and each holder of securities (including, but not limited to, Registrable Securities) entitled to participate in the
subject registration. 
  
 (h) Limitations on
Sale or Distribution of Other Securities. Each holder of Registrable Securities shall be deemed to have agreed by the inclusion of Registrable Securities in a Registration Statement not to effect any public sale or distribution, including (if
requested by the Underwriter) any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, and to use such holder’s best efforts not to effect any public sale or distribution of any other equity security of the Company
or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 7 days before or 90 days (or such other period to which the Underwriters of
such offering may consent) after the effective date of any Registration Statement filed by the Company pursuant to this Article II or other agreement providing for registration rights. 
  

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 2.2 Rule 144. The Company covenants that it will timely file the reports required to be filed by
it under the Securities Act or the Exchange Act (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(l) of Rule 144 adopted by the SEC under the Securities Act) and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of any Qualified Holder, make publicly available such information), and will take such further action as any Qualified Holder
may reasonably request, all to the extent required from time to time to enable such Qualified Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under
the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Qualified Holder, the Company will deliver to such Qualified Holder a written statement
as to whether it has complied with such requirements. 
  
 ARTICLE
III 
  
 MISCELLANEOUS 
  
 3.1 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of the Majority Holders;
provided, however, that no amendment, modification or supplement or waiver or consent to the departure with respect to the provisions of Sections 2.1(a) or 2.1(e) hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder of Registrable Securities. 
  
 3.2 Successors, Assigns and Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, administrators, heirs, successors and assigns, as applicable,
including, without limitation and without the need for an express assignment, subsequent Qualified Holders. If any successor, assignee or transferee of any Qualified Holder shall acquire Registrable Securities, in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be entitled to receive the benefits hereof and shall be conclusively
deemed to have agreed to be bound by all of the terms and provisions hereof. 
  

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 3.3 Notices. All notices and other communications provided for hereunder shall be in writing and
shall be sent by first class mail, telex, facsimile or hand delivery: 
  

	
	if to the Company, to:
	
	 Allin Corporation

	 381 Mansfield Avenue

	 Suite 400

	 Pittsburgh, PA 15220

	 Attention: Richard W. Talarico

	 FAX: (412) 928-0225

	
	 if to a Qualified Holder, to:

	
	 the most recent address of such Qualified Holder on the books of the Company.


  
 All such notices and
communications shall be deemed to have been given or made (i) when delivered by hand, (ii) two business days after being deposited in the mail, postage prepaid, (iii) when telexed, answer-back received or (iv) when sent by facsimile, receipt
acknowledged. 
  
 3.4 Descriptive Headings. The headings in
this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. 
  
 3.5 Severability. In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of such provision, paragraph, word, clause, phrase or sentence in every other respect and of
the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted
by law. 
  
 3.6 Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one
such counterpart. 
  
 3.7 Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules thereof. 
  
 [signatures appear on next page] 
  

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 IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be
executed on its behalf as of the date first written above. 
  

			
	ALLIN CORPORATION
		
	By:	 	 /s/ Richard W. Talarico


	Title:	 	Chairman and Chief Executive Officer
	
	SUBSCRIBERS:
	
	 /s/ Henry Posner, Jr.


	Henry Posner, Jr.
	
	Rosetta Capital Partners L.P.
		
	By:	 	 /s/ Thomas D. Wright


	 	 	Thomas D. Wright
	
	Churchill Group, LLC
		
	By:	 	 /s/ William C. Kavan


	 	 	William C. Kavan


  

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