EX-10.2






Execution Copy




REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of November
7, 2005, by and among Clearant, Inc., a Delaware corporation (the “Company”), and the investors
signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).



This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof among the Company and the Purchasers (the “Purchase Agreement”), incorporated herein by
reference.



NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchasers agree as follows:



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



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



“Business Day” means a day, other than a Saturday, Sunday or federal holiday.



“Commission” means the Securities and Exchange Commission.



“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any
securities into which such common stock may hereafter be reclassified.



“Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a)
is first declared effective by the Commission.



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



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



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



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



“Filing Date” means, with respect to the Registration Statement required to be filed to cover
the resale by the Holders of the Registrable Securities, the 30th calendar day following
the Closing Date.



“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).



“Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.



“Placement Agent” means Piper Jaffray & Co. and any permitted assigns.



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



“Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by 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: (i) the Shares, (ii) the Warrant Shares, (iii) any shares of
Common Stock issuable upon exercise of warrants issued to the Placement Agent as compensation in
connection with the financing that is the subject of the Purchase Agreement and (iv) any securities
issued or issuable upon any stock split, dividend or other distribution, recapitalization or
similar event, or any conversion price adjustment with respect to any of the securities referenced
in (i) or (ii) above.



“Registration Statement” means a registration statement which is required to register the
resale of the Registrable Securities, and including 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.



“Required Effectiveness Date” means, with respect to the Registration Statement required to be
filed to cover the resale by the Holders of the Registrable Securities, the earlier of: (i) the
90th day following the Closing Date; provided, that, if the Commission reviews and has
written comments to the filed Registration Statement that would require the filing of a
pre-effective amendment thereto with the Commission, then the Required Effectiveness Date under
this clause (i) shall be the 120th day following the Closing Date, and (ii) the fifth
Trading Day following the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further review and comments,



“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



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



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



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



“Shares” means the shares of Common Stock issued or issuable to the Purchasers pursuant to the
Purchase Agreement.



“Subscription Amount” means with respect to each Purchaser, the purchase price indicated below
such Purchaser’s name on the signature page to the Purchase Agreement



“Warrants” means the Common Stock purchase warrants issued or issuable to the Purchasers
pursuant to the Purchase Agreement and to the Placement Agent in accordance with the terms of the
engagement or similar agreements between the Company and the Placement Agent.



“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the
Warrants.



2. Registration.



(a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a
Registration Statement covering the resale of all Registrable Securities for an offering to be made
on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1
(except if the Company is then eligible to register for resale the Registrable Securities on Form
S-3, in which case such registration shall be on such Form S-3 in accordance with the Securities
Act) and shall contain (except if otherwise required pursuant to written comments received from the
Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto
as Annex A.



(b) The Company shall use its reasonable best efforts to cause the Registration Statement to
be declared effective by the Commission as soon as practicable and, in any event, no later than the
Required Effectiveness Date (including filing with the Commission a request for acceleration of
effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5)
Business Days after the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that a Registration Statement will not be reviewed, or not be subject to
further review and the effectiveness of the Registration Statement may be accelerated) and shall
use its reasonable best efforts to keep the Registration Statement continuously effective under the
Securities Act until the earlier of the date that all Registrable Securities covered by the
Registration Statement have been sold or may be sold by non-affiliates without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected
Holders (the “Effectiveness Period”). In the event of a stock split, stock dividend or similar
transaction with respect to the Registrable Securities, such Registration Statement shall also
cover, to the extent allowable under the Securities Act and the rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common Stock resulting
therefrom. It is agreed and understood that the Company shall, from time to time, be obligated to
file an additional Registration Statement to cover any Registrable Securities which are not
registered for resale pursuant to a pre-existing Registration Statement.



(c) If: (i) the Registration Statement is not filed on or prior to the Filing Date, (ii) a
Registration Statement is not declared effective by the Commission on or prior to the Required
Effectiveness Date or (iii) after its Effective Date such Registration Statement ceases for any
reason to be effective and available to the Holders as to all Registrable Securities to which it is
required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate
of more than 30 consecutive Trading Days or an aggregate of 60 Trading Days in any twelve-month
period (which need not be consecutive), (any such failure or breach as to Holders who have timely
furnished to the Company any information requested from the Holder to be included in the
Registration Statement being referred to as an “Event,” and for purposes of clauses (i) or (ii) the
date on which such Event occurs, or for purposes of clause (iii) the date which such 30 consecutive
or 60 Trading Day period (as applicable) is exceeded, being referred to as “Event Date”), then in
addition to any other rights available to the Holders: (x) on such Event Date the Company shall pay
to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the
aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on
each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have
been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder
an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% of the aggregate
Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails
to pay any liquidated damages pursuant to this Section in full within seven days after the date
payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date
such liquidated damages are due until such amounts, plus all such interest thereon, are paid in
full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any
portion of a month prior to the cure of an Event, except in the case of the first Event Date.



(d) The Company shall not, from the date hereof until the Effective Date of the Registration
Statement, prepare and file with the Commission a registration statement relating to an offering
for its own account or the account of others under the Securities Act of any of its equity
securities other than a registration statement on Form S-8.



3. Registration Procedures



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



(a) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to each Registration Statement and the Prospectus used in connection therewith as may
be necessary to keep such Registration Statement continuously effective as to the applicable
Registrable Securities for its 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, and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably practicable, and in any event within 15 Trading Days to any
comments received from the Commission with respect to each Registration Statement or any amendment
thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration Statement that pertains to
the Holders as Selling Stockholders but not any comments that would result in the disclosure to the
Holders of material and non-public information concerning the Company; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Securities covered by the Registration Statements.



(b) Notify the Holders as promptly as reasonably possible (and, in the case of (i) below, not
less than three Trading Days prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Trading Day thereafter of any of the following events: (i)
a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement
is proposed to be filed; (ii) the Commission notifies the Company whether there will be a “review”
of any Registration Statement; (iii) the Commission comments in writing on any Registration
Statement (in which case the Company shall provide true and complete copies thereof and all written
responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to
the Plan of Distribution, but not information which the Company believes would constitute material
and non-public information); (iii) any Registration Statement or any post-effective amendment has
been declared effective; (iv) 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 that pertains to the Holders as Selling Stockholders or the Plan of
Distribution; (v) the issuance by the Commission 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; (vi) the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; and (vii) 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 such 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
such Registration Statement, Prospectus or other documents so that, in the case of such
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 the case of any Prospectus, form of prospectus or
supplement thereto, in light of the circumstances under which they were made), not misleading.



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



(d) If requested by a Holder, furnish to such Holder, without charge, at least one conformed
copy of each Registration Statement and each amendment thereto 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 the Company shall
have no obligation to provide any document pursuant to this clause that is available on the EDGAR
system.



(e) Promptly deliver to each Holder, without charge, as many copies of each Prospectus or
Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such
Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders in connection with the offering and
sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto to the extent permitted by federal and state securities laws and regulations.



(f) Prior to any public offering of Registrable Securities, use its reasonable best efforts to
register or qualify or cooperate with the selling Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Securities
for offer and sale under the securities or Blue Sky laws of those jurisdictions within the United
States as any Holder requests in writing, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statements; provided, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it is not then so qualified or to
take any action that would subject the Company to general service of process in any jurisdiction
where it is not then so subject or subject the Company to any material tax in any such jurisdiction
where it is not then so subject.



(g) Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be delivered to a transferee pursuant to the
Registration Statements, which certificates shall be free, to the extent permitted by the Purchase
Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to
be in such denominations and registered in such names as any such Holders may reasonably request.
In connection therewith, if required by the Company’s transfer agent, the Company shall promptly
after the effectiveness of the Registration Statement cause an opinion of counsel as to the
effectiveness of the Registration Statement to be delivered to and maintained with its transfer
agent, together with any other authorizations, certificates and directions required by the transfer
agent, which authorize and direct the transfer agent to issue such Registrable Securities without
legend upon sale by the holder of such shares of Registrable Securities under the Registration
Statement.



(h) Following the occurrence of any event contemplated by Section 3(c)(vii), as promptly as
reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to
the affected Registration Statements 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, no Registration Statement nor any 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 the case of any Prospectus, form of
prospectus or supplement thereto, in light of the circumstances under which they were made), not
misleading.



(i) (i) In the time and manner required by each Trading Market, prepare and file with such
Trading Market an additional shares listing application covering all of the Registrable Securities,
(ii) take all steps necessary to cause such Registrable Securities to be approved for listing on
each Trading Market as soon as possible thereafter, (iii) provide the Holders evidence of such
listing, and (iv) except as a result of the Excluded Events, during the Effectiveness Period,
maintain the listing of such Registrable Securities on each such Trading Market.



(j) Until the end of the Effectiveness Period, the Company covenants to (a) timely file (or
obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act, or (b) prepare and furnish to the Holders and make other public information available
in accordance with Rule 144(c), and (c) take such further action as any Holder may reasonably
request, to the extent required from time to time to enable such Person to sell Shares and Warrant
Shares without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144, including compliance with the provisions of the Purchase Agreement relating
to the transfer of the Shares and Warrant Shares.



(k) The Company may require each selling Holder to furnish to the Company a current Selling
Holder Questionnaire, including a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and any Affiliate thereof. The Company shall not file a
Registration Statement, any Prospectus or any amendments or supplements thereto in which the
“Selling Stockholder” section thereof differs from the disclosure received from a Holder in its
Selling Holder Questionnaire (as then amended or supplemented), except as may otherwise be required
by applicable securities law or the Commission



4. Registration Expenses. All fees and expenses incident to the Company’s performance
of or compliance with its obligations under this Agreement (excluding any underwriting discounts
and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the Trading Market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the holders of a majority of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or any legal fees or other costs of the Holders.



5. Indemnification.



(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, partners, members, shareholders and employees of each of them, each Person who controls any
such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to
(i) 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 (it
being understood that the Holder has approved Annex A hereto for this purpose) or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent, but only to the extent, that (A)
such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely
upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the 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 (2) in the case of an occurrence of an event of
the type specified in Section 3(c)(iv)-(vii), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of an Advice (as defined in Section 6(d) below)
or an amended or supplemented Prospectus, but only if and to the extent that following the receipt
of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to
such Loss would have been corrected; provided, however, that the indemnity agreement contained in
this Section 5(b) shall not apply to amounts paid in settlement of any Losses if such settlement is
effected without the prior written consent of the Holder, which consent shall not be unreasonably
withheld.] The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding of which the Company is aware in connection with the transactions contemplated by
this Agreement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall
survive the transfer of the Registrable Securities by the Holders.



(b) Indemnification by Holders. Each Holder shall, notwithstanding any termination of
this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents
or employees of such controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any 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 arising solely out of or based solely
upon any omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading to the extent, but only to
the extent that, (A) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved in writing by such
Holder expressly for use in the 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 (B) in the case of an occurrence of an event of the type
specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but
only if and to the extent that following the receipt of the Advice or the amended or supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been corrected;
provided, however, that the indemnity agreement contained in this Section 5(a) shall not apply to
amounts paid in settlement of any Losses if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such
indemnification obligation.



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



An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a 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 such counsel shall be at the expense of the
Indemnifying Party), provided, that the Indemnifying Party shall not be liable for the fees and
expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. 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. 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.



All 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
twenty Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it
is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified
Party is not entitled to indemnification hereunder).



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



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



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 and are not in
dimunition or limitation of the indemnification provisions under the Purchase Agreement.



6. Miscellaneous



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



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



(c) Discontinued Disposition. Each Holder further agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of
such Registrable Securities under the Registration Statement until such Holder’s receipt of the
copies of a supplemented Prospectus or amended Registration Statement declared effective by the
Commission or until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus may be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.



(d) Piggy-Back Registrations. If at any time during the Effectiveness Period there
is not an effective Registration Statement covering all of the Registrable Securities and the
Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in connection with stock
option or other employee benefit plans, then the Company shall send to each Holder written notice
of such determination and, if within fifteen days after receipt of such notice, any such Holder
shall so request in writing, the Company shall include in such registration statement all or any
part of such Registrable Securities such holder requests to be registered, subject to customary
underwriter cutbacks applicable to all holders of registration rights on a pro rata basis; provided
that if at any time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of such determination to
such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration (but
not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case
of a determination to delay registering, shall be permitted to delay registering any Registrable
Securities being registered pursuant to this Section 6(d) for the same period as the delay in
registering such other securities.



(e) Amendments. This Agreement may be amended only by a writing signed by all of the
parties hereto. The Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained the written consent
to such amendment, action or omission to act, of each Purchaser.



(f) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile or email (provided the sender receives a machine-generated confirmation of successful
transmission) at the facsimile number specified in this Section prior to 5:00 p.m. (Pacific time)
on a Business Day, (ii) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile numbdate and earlier than 11:59 p.m.
(Pacific time) on such date, (iii) the Business Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given.



The address for such notices and communications shall be as follows:



	 	 	 
	If to the Company:

	 	Clearant, Inc.
	 
	 	 
	
 
	 	11111 Santa Monica Boulevard, Suite 650
	 
	 	 
	
 
	 	Los Angeles, California 90025
	 
	 	 
	
 
	 	Facsimile: (310) 479-2959
	 
	 	 
	
 
	 	Attn: Andrew Jacobson
	 
	 	 
	With a copy to:

	 	Greenberg Traurig, LLP
	 
	 	 
	
 
	 	2450 Colorado Avenue, Suite 400 East
	 
	 	 
	
 
	 	Santa Monica, California 90404
	 
	 	 
	
 
	 	Facsimile: (31) 586-0286
	 
	 	 
	
 
	 	Attn: John C. Kirkland
	 
	 	 
	If to a Purchaser:

	 	To the address set forth under such

Purchaser’s name on the signature pages

hereto.
	 
	 	 
	If to any other Person

who is then the

registered Holder:

	 	To the address of such Holder as it

appears in the stock transfer books of

the Company or such other address as may

be designated in writing hereafter, in

the same manner, by such Person.






(g) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to the
benefit of each Holder. The Company may not assign its rights or obligations hereunder without the
prior written consent of each Holder. The rights of the Holders hereunder, including the right to
have the Company register Registrable Securities pursuant to this Agreement, may be assigned by
each Holder to transferees or assignees of all or any portion of the Registrable Securities, but
only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and
a copy of such agreement is furnished to the Company within a reasonable time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being transferred or assigned, (iii)
at or before the time the Company received the written notice contemplated by clause (ii) of this
sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein and (iv) the transferee is an “accredited investor” as that term is
defined in Rule 501 of Regulation D.



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



(i) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby. If any party
shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party
in such Proceeding shall be reimbursed by the other parties for its attorney’s fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such Proceeding.



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



(k) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable 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.



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



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



1



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




CLEARANT, INC.




By:     

Name:

Title:




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




SIGNATURE PAGES OF INVESTORS TO FOLLOW]






2






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



NAME OF INVESTING ENTITY



AUTHORIZED SIGNATORY



By:

Name:

Title:




ADDRESS FOR NOTICE



c/o:



Street:



City/State/Zip:



Attention:



Tel:



Fax:



Email:



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Annex A




Plan of Distribution




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




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






	 	•	 	short sales;






	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;






	 	•	 	a combination of any such methods of sale; and






	 	•	 	any other method permitted pursuant to applicable law.





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



Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the
purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions involved. Any profits on
the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act. Discounts, concessions,
commissions and similar selling expenses, if any, attributable to the sale of shares will be borne
by the selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares if liabilities are
imposed on that person under the Securities Act. In connection with sales of the shares of Common
Stock or otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the sales of Common Stock in the course
of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock
short and deliver shares of Common Stock covered by this prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The selling stockholders may
also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.



The Selling Stockholders may from time to time pledge or grant a security interest in some or
all of the Shares owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to
time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling stockholders to
include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus.



The selling stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding the sale of their
shares of common stock, nor is there an underwriter or coordinating broker acting in connection
with a proposed sale of shares of common stock by any selling stockholder. If we are notified in
writing by a Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of Common Stock, we will file a supplement to this prospectus. If the
Selling Stockholders use this prospectus for any sale of the Common Stock, they will be subject to
the prospectus delivery requirements of the Securities Act.



The Selling Stockholders also may transfer the shares of Common Stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus and may sell the shares of Common Stock from time
to time under this prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or otherwise comply with the Securities Act of 1933 to amend the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus..



The Selling Stockholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Each Selling Stockholder has represented and warranted to
the Company that it acquired the securities subject to this registration statement in the ordinary
course of such Selling Stockholder’s business and, at the time of its purchase of such securities
such Selling Stockholder had no agreements or understandings, directly or indirectly, with any
person to distribute any such securities.



The Company has advised each Selling Stockholder that it may not use shares registered on this
Registration Statement to cover short sales of Common Stock made prior to the date on which this
Registration Statement shall have been declared effective by the Commission.



We are required to pay all fees and expenses incident to the registration of the shares, but
we will not receive any proceeds from the sale of the Common Stock. We have agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.



The Selling Stockholders will be responsible to comply with the applicable provisions of the
Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, Regulation M, as applicable to such Selling Stockholders in connection with
resales of their respective shares under this Registration Statement.




4