**Exhibit 4.16**

* *

*EXECUTION COPY*

* *

**REGISTRATION RIGHTS AGREEMENT**

** **

**REGISTRATION RIGHTSAGREEMENT** (this “Agreement”), dated as of July 29, 2015, by and between **REDIFF.COM INDIA LIMITED,**aRepublic of India corporation (the “Company”), and **LINCOLN PARK CAPITAL FUND, LLC,**an Illinois limitedliability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and nototherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto,dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “PurchaseAgreement”).

** **

**WHEREAS:**

 

The Company has agreed,upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Fifteen Million Dollars ($15,000,000)of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registrationrights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute(collectively, the “Securities Act”), and applicable state securities laws.

** **

**NOW, THEREFORE,**in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

 

1.           DEFINITIONS.

 

As used in this Agreement,the following terms shall have the following meanings:

 

a.           “Investor”means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance withSection 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof towhom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to becomebound by the provisions of this Agreement.

 

b.           “Person”means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

 

c.           “Register,”“registered,” and “registration” refer to a registration effected by preparing and filingone or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the SecuritiesAct or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declarationor ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).

 

d.           “RegistrableSecurities” means all of the Purchase Shares that may, from time to time, be issued or become issuable to the Investorunder the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of equity securitiesissued or issuable with respect to the Purchase Shares or the Purchase Agreement as a result of any stock split, stock dividend,recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.

 

e.           “RegistrationStatement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.

 

 

2.           REGISTRATION.

 

a.           MandatoryRegistration. The Company shall, within ninety (90) days from the date hereof, file with the SEC an initial Registration Statementon Form F-3 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance withapplicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investorunder Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by boththe Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorizedshares of the Company’s American Depository Shares then available for issuance in its Charter. The Registration Statementshall register only the Registrable Securities and no other securities of the Company. The Investor and its counsel shall havea reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such RegistrationStatement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all suchcomments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shalluse its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possibledate. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgatedunder the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at alltimes until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amountremains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including anyamendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material factor omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstancesin which they were made, not misleading.

 

b.           Rule424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuantto Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection withsales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunityto review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to allsuch comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day fromthe date the Investor receives the final pre-filing version of such prospectus.

 

c.           SufficientNumber of Shares Registered. As soon as practicable, but in any event not later than thirty (30) days after the necessity thereforarises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act, the Company shall fileone or more new Registration Statements (each, a “New Registration Statement”) covering all of the RegistrableSecurities that were not covered by the initial Registration Statement (subject to the limitations set forth in Section 2(a)).The Company shall use its reasonable best efforts to cause each such New Registration Statement to become effective as soon aspracticable following the filing thereof.

 

 

d.           Offering.If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a RegistrationStatement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statementto become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices),or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwiserequired by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement,then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (withthe prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific RegistrableSecurities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to becomeeffective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Companyshall file one or more New Registration Statements in accordance with Section 2(c) until such time as all RegistrableSecurities have been included in Registration Statements that have been declared effective and the prospectus contained thereinis available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’sobligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualifiedas necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

 

3.           RELATEDOBLIGATIONS.

 

With respect to the RegistrationStatement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New RegistrationStatement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordancewith the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

 

a.           TheCompany shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registrationstatement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statementeffective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Actwith respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New RegistrationStatement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methodsof disposition by the seller or sellers thereof as set forth in such registration statement.

 

b.           TheCompany shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and allamendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC.  The Investor shalluse its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendmentsor supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof.  The Companyshall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representativesrelating to the Registration Statement or any New Registration Statement. Without the prior written consent of the Investor (whichshall not be unreasonably withheld or delayed), the Company shall not file any document with the SEC or make any disclosure directlyreferring to the Investor.

 

c.           Uponrequest of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with theSEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules,all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, acopy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other numberof copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or finalprospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the RegistrableSecurities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGARsystem shall be deemed “furnished to the Investor” hereunder.

 

 

d.           TheCompany shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statementunder such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonablyrequests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements tosuch registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period,(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times duringthe Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securitiesfor sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a conditionthereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for thisSection 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to serviceof process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receiptby the Company of any notification with respect to the suspension of the registration or qualification of any of the RegistrableSecurities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receiptof actual notice of the initiation or threatening of any proceeding for such purpose.

 

e.           Aspromptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happeningof any event or existence of such facts as a result of which the prospectus included in any registration statement, as then ineffect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly preparea supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of suchsupplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shallalso promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment hasbeen filed, and when a registration statement or any post-effective amendment has become effective (notification of such effectivenessshall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) ofany request by the SEC for amendments or supplements to any registration statement or related prospectus or related information,and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration statement would beappropriate.

 

f.            TheCompany shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness ofany registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and,if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible momentand to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiationor threat of any proceeding for such purpose.

 

g.           TheCompany shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the sameclass or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permittedunder the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the PrincipalMarket. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.

 

h.           TheCompany shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictivelegend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificatesto be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor mayrequest.

 

 

i.            TheCompany shall at all times provide a depositary bank/transfer agent and registrar with respect to its American Depository Shares.

 

j.            Ifreasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effectiveamendment such information as the Investor believes should be included therein relating to the sale and distribution of RegistrableSecurities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchaseprice being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings ofsuch prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporatedin such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.

 

k.          TheCompany shall use its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registeredwith or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such RegistrableSecurities.

 

l.            Withinone (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC,the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such RegistrableSecurities (with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC inthe form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require itscounsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsedat any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statementis current and available to the Buyer for sale of all of the Registrable Securities.

 

m.           TheCompany shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of RegistrableSecurities pursuant to any registration statement.

 

4.           OBLIGATIONSOF THE INVESTOR.

 

a.           TheCompany shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connectionwith any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the RegistrableSecurities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably requiredto effect the registration of such Registrable Securities and shall execute such documents in connection with such registrationas the Company may reasonably request.

 

b.           TheInvestor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filingof any registration statement hereunder.

 

c.           TheInvestor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kinddescribed in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition ofRegistrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor’sreceipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly deliver American Depository Shareswithout any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of RegistrableSecurities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a noticefrom the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section3(e) and for which the Investor has not yet settled.

 

 

5.           EXPENSESOF REGISTRATION.

 

All reasonable expenses,other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees,and fees and disbursements of counsel for the Company, shall be paid by the Company.

 

6.           INDEMNIFICATION.

 

a.           Tothe fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, eachPerson, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives ofthe Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against anylosses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlementor expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending anyaction, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified partyis or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as suchClaims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) anyuntrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement orany post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securitiesor other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statementstherein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission oralleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstancesunder which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the SecuritiesAct, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunderrelating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statementor (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,“Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred andare due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigatingor defending any such Claim subject to the Company’s prior receipt of a written undertaking that the applicable IndemnifiedPerson will promptly return any such indemnification amounts upon final judicial determination (all appeals having been taken ortime for appeals having expired) that such Indemnified Person was not entitled to such indemnification pursuant to the terms ofthis Agreement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in relianceupon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expresslyfor use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendmentthereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the personasserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controllingsuch person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revisedprospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectusprior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall notbe available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectusmade available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the priorwritten consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force andeffect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the RegistrableSecurities by the Investor pursuant to Section 9.

 

 

b.           Inconnection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless anddefend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, eachof its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Companywithin the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “IndemnifiedParty”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act,the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in eachcase to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written informationabout the Investor set forth on Exhibit B attached hereto and furnished to the Company by the Investor expressly for usein connection with such registration statement; and, subject to Section 6(d), the Investor will reimburse any legal or otherexpenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that theindemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consentof the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liableunder this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to theInvestor as a result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remainin full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transferof the Registrable Securities by the Investor pursuant to Section 9.

 

 

c.           Promptlyafter receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any actionor proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Partyshall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifyingparty a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, tothe extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control ofthe defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the IndemnifiedParty, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain itsown counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retainedby the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifyingparty would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Partyand any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperatefully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifyingparty and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or IndemnifiedPerson which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fullyapprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying partyshall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, withoutthe consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or othercompromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such IndemnifiedParty or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification asprovided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Personwith respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failureto deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relievesuch indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except tothe extent that the indemnifying party is prejudiced in its ability to defend such action.

 

d.           Theindemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Partyor Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subjectto pursuant to the law.

 

7.           CONTRIBUTION.

 

To the extent any indemnificationby an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respectto any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f)of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulentmisrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount ofproceeds received by such seller from the sale of such Registrable Securities.

 

8.           REPORTSAND DISCLOSURE UNDER THE SECURITIES ACTS.

 

With a view to making availableto the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SECthat may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities, to:

 

a.           makeand keep public information available, as those terms are understood and defined in Rule 144;

 

b.           filewith the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the ExchangeAct so long as the Company remains subject to such requirements and the filing of such reports and other documents is requiredfor the applicable provisions of Rule 144;

 

 

c.           furnishto the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Companythat it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule144 without registration; and

 

d.           Theindemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course ofthe investigation or defense, as and when bills are received or Indemnified Damages are incurred.

 

e.           takesuch additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions tothe Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investorand Investor’s broker to effect such sale of securities pursuant to Rule 144.

 

The Company agrees that damagesmay be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whetheror not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.

 

9.           ASSIGNMENTOF REGISTRATION RIGHTS.

 

The Company shall not assignthis Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assignits rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor controlledby Jonathan Cope or Josh Scheinfeld.

 

10.         AMENDMENTOF REGISTRATION RIGHTS.

 

No provision of this Agreementmay be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the filing ofthe initial Registration Statement with the SEC pursuant to Section 2(a) hereof. Subject to the immediately preceding sentence,no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waivedother than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any partyto exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shallnot operate as a waiver thereof.

 

11.         MISCELLANEOUS.

 

a.           APerson is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such RegistrableSecurities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to thesame Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registeredowner of such Registrable Securities.

 

b.           Anynotices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must bein writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sentby facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by thesending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each caseproperly addressed to the party to receive the same. The addresses for such communications shall be:

 

 

If to the Company:

 

Rediff.com India Limited 

Mahalaxmi Engineering Estate 

1st Floor, L. J. First Cross Road 

Mahim (West) 

Mumbai - 400016, India 

Facsimile: +91.22.2445.5346 

E-mail: ajitb@rediff.co.in 

Attention: AjitBalakrishnan, Chief Executive Officer

 

With a copy to (which shall not constitute notice or serviceof process):

 

Morrison Cohen LLP 

909 Third Avenue 

New York, New York 10022 

 

If to the Investor:

 

Lincoln Park Capital Fund, LLC 

440 North Wells, Suite 410 

Chicago, IL 60654 

 

With a copy to (which shall not constitute notice or serviceof process):

 

K&L Gates, LLP 

200 S. Biscayne Boulevard

Ste. 3900

Miami, Florida 33131

 

or at such other address and/or facsimile numberand/or to the attention of such other person as the recipient party has specified by written notice given to each other party three(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of suchnotice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machineor email account containing the time, date, recipient facsimile number or email address, as applicable, and an image of the firstpage of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence ofpersonal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause(i), (ii) or (iii) above, respectively.

 

 

c.           Thecorporate laws of the Republic of India shall govern all issues concerning the relative rights of the Company and its stockholders.All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed bythe internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whetherof the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other thanthe State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingthe State of New York, County of New York, for the adjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, actionor proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceedingis brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocablywaives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copythereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitutegood and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any rightto serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in thatjurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. **EACH PARTY HEREBYIRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDEROR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.**

 

d.           ThisAgreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matterhereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred toherein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the partieshereto with respect to the subject matter hereof and thereof.

 

e.           Subjectto the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permittedassigns of each of the parties hereto.

 

f.            Theheadings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

 

g.           ThisAgreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constituteone and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmissionor by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so deliveringthis Agreement.

 

h.           Eachparty shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliverall such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carryout the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

i.            Thelanguage used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rulesof strict construction will be applied against any party.

 

 

j.            ThisAgreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not forthe benefit of, nor may any provision hereof be enforced by, any other Person.

 

* * * * * *

 

**IN WITNESS WHEREOF,**the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.

** **

  

 

**EXHIBIT A**

** **

**TO REGISTRATION RIGHTS AGREEMENT**

** **

**FORM OF NOTICE OF EFFECTIVENESS**

**OF REGISTRATION STATEMENT**

 

[Date]

** **

**[TRANSFER AGENT]**

**___________________**

**___________________**

 

Re: [__________]

 

Ladies and Gentlemen:

 

We are counsel to **REDIFF.COMINDIA LIMITED**, Republic of India corporation (the “Company”), and have represented the Company in connectionwith that certain Purchase Agreement, dated as of July [___], 2015 (the “Purchase Agreement”), entered intoby and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which the Company hasagreed to issue to the Buyer shares of the Company’s American Depository Shares, (the “American Depository Shares”),in an amount up to Fifteen Million Dollars ($15,000,000) (the “Purchase Shares”), in accordance with the termsof the Purchase Agreement. In connection with the transactions contemplated by thePurchase Agreement, the Company has registeredwith the U.S. Securities & Exchange Commission the following shares of American Depository Shares:

 

[__________] sharesof American Depository Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time (the“PurchaseShares”).

 

Pursuant to the PurchaseAgreement, the Company also has entered into a Registration Rights Agreement, dated as of July [__], 2015 with the Buyer (the “RegistrationRights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Purchase Sharesunder the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’sobligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 201[__], the Company fileda Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities and ExchangeCommission (the “SEC”) relating to the resale of the Purchase Shares.

 

In connection with theforegoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaringthe Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 201[__] and we have no knowledge,after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issuedor that any proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase Shares are available forresale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.

 

 

 

** **

 

**EXHIBIT B**

** **

**TO REGISTRATION RIGHTS AGREEMENT**

** **

**Information About The Investor FurnishedTo The Company By The Investor**

**Expressly For Use In Connection With TheRegistration Statement**

** **

**Information With Respect to Lincoln ParkCapital**

 

As of the date of the Purchase Agreement, LincolnPark Capital Fund, LLC, beneficially owned ________ shares of our common stock. Josh Scheinfeld and Jonathan Cope, the ManagingMembers of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of allof the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investmentpower over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated underthe Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.