American Petro-Hunter, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Execution Version 

REGISTRATION RIGHTS AGREEMENT 

     This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of March 22, 2013, is
by and between American Petro-Hunter Inc., a Nevada corporation (the
“Company”), and Hanover Holdings I, LLC, a New York limited
liability company (the “Investor”). 

RECITALS 

     A. The Company and the Investor
have entered into that certain Common Stock Purchase Agreement, dated as of the
date hereof (the “Purchase Agreement”), pursuant to which the
Company may issue, from time to time, to the Investor up to $5,000,000 of newly
issued shares of the Company’s common stock, $0.001 par value (“Common
Stock”), as provided for therein. 

     B. Pursuant to the terms of, and
in consideration for the Investor entering into, the Purchase Agreement, the
Company has issued to the Investor the Commitment Shares (as defined in the
Purchase Agreement) in accordance with the terms of the Purchase Agreement. 

     C. Pursuant to the terms of, and
in consideration for the Investor entering into, the Purchase Agreement, and to
induce the Investor to execute and deliver the Purchase Agreement, the Company
has agreed to provide the Investor with certain registration rights with respect
to the Registrable Securities (as defined herein) as set forth herein. 

AGREEMENT 

     NOW, THEREFORE, in
consideration of the premises, the representations, warranties, covenants and
agreements contained herein and in the Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, intending to be legally bound hereby, the Company and the Investor
hereby agree as follows: 

1. Definitions. 

     Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following terms shall have
the following meanings: 

     (a) “Business Day”
means any day other than Saturday, Sunday or any other day on which commercial
banks in New York, New York are authorized or required by law to remain closed.


     (b) “Closing Date” shall
mean the date of this Agreement. 

     (c) “Effective
Date” means the date that the applicable Registration Statement has been
declared effective by the SEC. 

     (d) “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement
required to be filed to pursuant to Section 2(a), the earlier of (A) the
90th calendar day after the Closing Date and (B) the fifth Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the
SEC that such Registration Statement will not be reviewed or will not be subject
to further review and (ii) with respect to any additional Registration
Statements that may be required to be filed by the Company pursuant to this
Agreement, the earlier of (A) the 90th calendar day following the
date on which the Company was required to file such additional Registration
Statement and (B) the fifth Business Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Registration
Statement will not be reviewed or will not be subject to further review. 

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Execution Version 

     (e) “Filing
Deadline” means (i) with respect to the initial Registration Statement
required to be filed to pursuant to Section 2(a), April 22, 2013 and (ii) with
respect to any additional Registration Statements that may be required to be
filed by the Company pursuant to this Agreement, the later of (A) the
60th calendar day following the sale of substantially all of the
Registrable Securities included in the initial Registration Statement or the
most recent prior additional Registration Statement, as applicable, and (B) six
months following the Effective Date of the initial Registration Statement or the
most recent prior additional Registration Statement, as applicable, or such
earlier date as permitted by the SEC. 

     (f) “Person” means
any person or entity, whether a natural person, trustee, corporation,
partnership, limited partnership, limited liability company, trust,
unincorporated organization, business association, firm, joint venture,
governmental agency or authority. 

     (g) “register,”
“registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration
Statements in compliance with the Securities Act and pursuant to Rule 415 and
the declaration of effectiveness of such Registration Statement(s) by the SEC.


     (h) “Registrable
Securities” means (i) all of the Shares, (ii) all of the Commitment
Shares, and (iii) any capital stock of the Company issued or issuable with
respect to such Shares or Commitment Shares, including, without limitation, (1)
as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise and (2) shares of capital stock of the Company into
which the shares of Common Stock are converted or exchanged and shares of
capital stock of a successor entity into which the shares of Common Stock are
converted or exchanged. 

     (i) “Registration
Statement” means a registration statement or registration statements of
the Company filed under the Securities Act covering the resale by the Investor
of Registrable Securities, as such registration statement or registration
statements may be amended and supplemented from time to time (including pursuant
to Rule 462(b) under the Securities Act), including all documents filed as part
thereof or incorporated by reference therein. 

     (j) “Rule 144”
means Rule 144 promulgated by the SEC under the Securities Act, as such rule may
be amended from time to time, or any other similar or successor rule or
regulation of the SEC that may at any time permit the Investor to sell
securities of the Company to the public without registration. 

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Execution Version 

     (k) “Rule 415”
means Rule 415 promulgated by the SEC under the Securities Act, as such rule may
be amended from time to time, or any other similar or successor rule or
regulation of the SEC providing for offering securities on a delayed or
continuous basis. 

     (l) “SEC” means the
U.S. Securities and Exchange Commission or any successor entity. 

2. Registration. 

     (a) Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in
no event later than the Filing Deadline, file with the SEC an initial
Registration Statement on Form S-1, or such other form reasonably acceptable to
the Investor and Legal Counsel, covering the resale by the Investor of
Registrable Securities in an amount equal to 16,182,230 shares of Common Stock,
which shall include 1,764,706 Commitment Shares. Such initial Registration
Statement shall contain (except if otherwise directed by the Investor) the
“Selling Stockholder” and “Plan of Distribution” sections
in substantially the form attached hereto as Exhibit B. The Company shall
use its commercially reasonable efforts to have such initial Registration
Statement, and each other Registration Statement required to be filed pursuant
to the terms hereof, declared effective by the SEC as soon as practicable, but
in no event later than the applicable Effectiveness Deadline. 

     (b) Legal Counsel. Subject
to Section 5 hereof, the Investor shall have the right to select one legal
counsel to review and oversee, solely on its behalf, any registration pursuant
to this Section 2 (“Legal Counsel”), which shall be Greenberg
Traurig, LLP or such other counsel as thereafter designated by the Investor.
Except as provided under Section 10.1(i) of the Purchase Agreement, the Company
shall have no obligation to reimburse the Investor for any and all legal fees
and expenses of the Legal Counsel incurred in connection with the transactions
contemplated hereby. 

     (c) Reserved.

     (d) Sufficient Number of
Shares Registered. If at any time all Registrable Securities are not covered
by the initial Registration Statement filed pursuant to Section 2(a) as a result
of Section 2(h) or otherwise, the Company shall file with the SEC one or more
additional Registration Statements (on the short form available therefor, if
applicable), so as to cover all of the Registrable Securities not covered by
such initial Registration Statement, in each case, as soon as practicable
(taking into account any Staff position with respect to date on which the Staff
will permit such additional Registration Statement(s) to be filed with the SEC),
but in no event later than the applicable Filing Deadline for such additional
Registration Statement(s). The Company shall use its commercially reasonable
efforts to cause such additional Registration Statement(s) to become effective
as soon as practicable following the filing thereof with the SEC, but in no
event later than the applicable Effectiveness Deadline for such Registration
Statement. 

     (e) Piggyback
Registrations. Without limiting any of the Company’s obligations hereunder
or under the Purchase Agreement, if there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall
determine to prepare and file with the SEC 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 the Company’s stock
option or other employee benefit plans), then the Company shall deliver to the
Investor a written notice of such determination and, if within five (5) days
after the date of the delivery of such notice, the Investor shall so request in
writing, the Company shall include in such registration statement all or any
part of such Registrable Securities the offer and sale of which the Investor
requests to be registered; provided, however, the Company shall
not be required to register the offer and sale of any Registrable Securities
pursuant to this Section 2(e) that are eligible for resale pursuant to Rule 144
without restriction (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) or that are the subject of a then-effective
Registration Statement. 

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Execution Version 

     (f) No Inclusion of Other
Securities. In no event shall the Company include any securities other than
Registrable Securities on any Registration Statement pursuant to Section 2(a) or
2(d) without the prior written consent of the Investor. Subject to the proviso
in Section 2(e), in connection with any offering involving an underwriting of
shares, the Company shall not be required under this Section 2 or otherwise to
include the Registrable Securities of any Investor therein unless such Investor
accepts and agrees to the terms of the underwriting, which shall be reasonable
and customary, as agreed upon between the Company and the underwriters selected
by the Company. 

     (g) Offering. If the staff
of the SEC (the “Staff”) or the SEC seeks to characterize any
offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor on a
delayed or continuous basis under Rule 415 at then-prevailing market prices (and
not fixed prices) (or as otherwise may be acceptable to the Investor), or if
after the filing of the initial Registration Statement with the SEC pursuant to
Section 2(a), the Company is otherwise required 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 (with the prior
consent of the Investor and Legal Counsel as to the specific Registrable
Securities to be removed therefrom) until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective and be used as
aforesaid. Notwithstanding anything in this Agreement to the contrary, if after
giving effect to the actions referred to in the immediately preceding sentence,
the Staff or the SEC does not permit such Registration Statement to become
effective and be used for resales by the Investor on a delayed or continuous
basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or
as otherwise may be acceptable to the Investor), the Company shall not request
acceleration of the Effective Date of such Registration Statement, the Company
shall promptly (but in no event later than 48 hours) request the withdrawal of
such Registration Statement pursuant to Rule 477 under the Securities Act, and
the Effectiveness Deadline shall automatically be deemed to have elapsed with
respect to such Registration Statement at such time as the Staff or the SEC has
made a final and non-appealable determination that the SEC will not permit such
Registration Statement to be so utilized (unless prior to such time the Company
and the Investor have received assurances from the Staff or the SEC reasonably acceptable to Legal Counsel
that a new Registration Statement filed by the Company with the SEC promptly
thereafter may be so utilized). In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file additional
Registration Statements in accordance with Section 2(d) until such time as all
Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for
use by the Investor. 

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Execution Version 

3. Related Obligations. 

     The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof, and,
pursuant thereto, the Company shall have the following obligations: 

     (a) The Company shall promptly
prepare and file with the SEC a Registration Statement with respect to the
Registrable Securities (but in no event later than the applicable Filing
Deadline) and use its commercially reasonable efforts to cause such Registration
Statement to become effective as soon as practicable after such filing (but in
no event later than the applicable Effectiveness Deadline). Subject to Allowable
Grace Periods, the Company shall keep each Registration Statement effective (and
the prospectus contained therein available for use) pursuant to Rule 415 for
resales by the Investor on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the
date as of which the Investor may sell all of the Registrable Securities
required to be covered by such Registration Statement (disregarding any
reduction pursuant to Section 2(g)) without restriction pursuant to Rule 144 and
without the need for current public information as required by Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) and (ii) the date on which the Investor shall
have sold all of the Registrable Securities covered by such Registration
Statement (the “Registration Period”). Notwithstanding anything to
the contrary contained in this Agreement (but subject to the provisions of
Section 3(q) hereof), the Company shall ensure that, when filed and at all times
while effective, each Registration Statement (including, without limitation, all
amendments and supplements thereto) and the prospectus (including, without
limitation, all amendments and supplements thereto) used in connection with such
Registration Statement shall not contain any 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 prospectuses, in the light of the
circumstances in which they were made) not misleading. The Company shall submit
to the SEC, within two (2) Business Days after the later of the date that (i)
the Company learns that no review of a particular Registration Statement will be
made by the Staff or that the Staff has no further comments on a particular
Registration Statement (as the case may be) and (ii) the approval of Legal
Counsel is obtained pursuant to Section 3(c) (which approval shall be promptly
sought), a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than forty-eight (48) hours after the
submission of such request. 

     (b) Subject to Section 3(q) of
this Agreement, the Company shall prepare and file with the SEC such amendments
(including, without limitation, post-effective amendments) and supplements to
each Registration Statement and the prospectus used in connection with each such
Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep each such
Registration Statement effective (and the prospectus contained therein current
and available for use) at all times during the Registration Period for such Registration Statement, and,
during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company required
to be covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement. Without limiting the generality of the foregoing,
the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City
time) on the Trading Day immediately following each Effective Date, the Company
shall file with the SEC in accordance with Rule 424(b) under the Securities Act
the final prospectus to be used in connection with sales pursuant to the
applicable Registration Statement, and (ii) if the transactions contemplated by
any Draw Down (as defined in the Purchase Agreement) are material to the Company
(individually or collectively with all other prior Draw Downs, the consummation
of which have not previously been reported in any prospectus supplement filed
with the SEC under Rule 424(b) under the Securities Act or in any periodic
report filed by the Company with the SEC under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), or if otherwise required
under the Securities Act, in each case as reasonably determined by the Company
or the Investor, then, on the first Trading Day immediately following the last
Trading Day of the Pricing Period with respect to such Draw Down, the Company
shall file with the SEC a prospectus supplement pursuant to Rule 424(b)
under the Securities Act with respect to the applicable Draw Down(s), disclosing
the total Draw Down Amount Requested pursuant to such Draw Down(s), the total
number of Shares that have been (or are to be) issued and sold to the Investor
pursuant to such Draw Down(s), the total purchase price for the Shares subject
to such Draw Down(s), the applicable Discount Price(s) for such Shares and the
net proceeds that have been (or are to be) received by the Company from the sale
of such Shares. To the extent not previously disclosed in the prospectus or a
prospectus supplement, the Company shall disclose in its Quarterly Reports on
Form 10-Q and in its Annual Reports on Form 10-K the information described in
the immediately preceding sentence relating to any Draw Down(s) consummated
during the relevant fiscal quarter. In the case of amendments and supplements to
any Registration Statement or prospectus which are required to be filed pursuant
to this Agreement (including, without limitation, pursuant to this Section 3(b))
by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or
any analogous report under the Exchange Act, the Company shall have incorporated
such report by reference into such Registration Statement and prospectus, if
applicable, or shall file such amendments or supplements to the Registration
Statement or prospectus with the SEC on the same day on which the Exchange Act
report is filed which created the requirement for the Company to amend or
supplement such Registration Statement or prospectus, for the purpose of
including or incorporating such report into such Registration Statement and
prospectus. The Company consents to the use of the prospectus (including,
without limitation, any supplement thereto) included in each Registration
Statement in accordance with the provisions of the Securities Act and with the
securities or “Blue Sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the
Registrable Securities and for such period of time thereafter as such prospectus
(including, without limitation, any supplement thereto) (or in lieu thereof, the
notice referred to in Rule 173(a) under the Securities Act) is required by the
Securities Act to be delivered in connection with resales of Registrable
Securities. 

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Execution Version 

     (c) The Company shall (A) permit
Legal Counsel to review and comment upon (i) each Registration Statement at
least five (5) Business Days prior to its filing with the SEC (or such shorter period as may be agreed to by the Investor and
Legal Counsel) and (ii) all amendments and supplements to each Registration
Statement (including, without limitation, the prospectus contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports or prospectus
supplements the contents of which is limited to that set forth in such reports)
within a reasonable number of days prior to their filing with the SEC, and (B)
not file any Registration Statement or amendment or supplement thereto or to any
prospectus contained therein in a form to which Legal Counsel reasonably
objects. The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement or any amendment or supplement thereto
without the prior consent of Legal Counsel, which consent shall not be
unreasonably withheld. The Company shall promptly furnish to Legal Counsel,
without charge, (i) electronic copies of any correspondence from the SEC or the
Staff to the Company or its representatives relating to each Registration
Statement (which correspondence shall be redacted to exclude any material,
non-public information regarding the Company or any of its Subsidiaries), (ii)
after the same is prepared and filed with the SEC, one (1) electronic copy of
each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents
incorporated therein by reference, if requested by the Investor, and all
exhibits and (iii) upon the effectiveness of each Registration Statement, one
(1) electronic copy of the prospectus included in such Registration Statement
and all amendments and supplements thereto. The Company shall reasonably
cooperate with Legal Counsel in performing the Company’s obligations pursuant to
this Section 3. 

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Execution Version 

     (d) Without limiting any
obligation of the Company under the Purchase Agreement, the Company shall
promptly furnish to the Investor, without charge, (i) after the same is prepared
and filed with the SEC, at least one (1) electronic copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without
limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as the Investor may reasonably request from time to time) and
(iii) such other documents, including, without limitation, copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. 

     (e) The Company shall take such
action as is necessary to (i) register and qualify, unless an exemption from
registration and qualification applies, the resale by the Investor of the
Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United
States, (ii) prepare and file in those jurisdictions, such amendments
(including, without limitation, post-effective amendments) and supplements to
such 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 during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, the Company
shall not be required in connection therewith or as a condition thereto to (x)
qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or
(z) file a general consent to service of process in any such jurisdiction. The
Company shall promptly notify Legal Counsel and the Investor of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or “Blue Sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose. 

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Execution Version 

     (f) The Company shall notify
Legal Counsel and the Investor in writing of the happening of any event, as
promptly as practicable after becoming aware of such event, as a result of which
the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, non-public
information regarding the Company or any of its Subsidiaries), and, subject to
Section 3(q), promptly prepare a supplement or amendment to such Registration
Statement and such prospectus contained therein to correct such untrue statement
or omission and deliver one (1) electronic copy of such supplement or amendment
to Legal Counsel and the Investor (or such other number of copies as Legal
Counsel or the Investor may reasonably request). The Company shall also promptly
notify Legal Counsel and the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, when a
Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and the
Investor by facsimile or e-mail on the same day of such effectiveness and by
overnight mail), and when the Company receives written notice from the SEC that
a Registration Statement or any post-effective amendment will be reviewed by the
SEC, (ii) of any request by the SEC for amendments or supplements to a
Registration Statement or related prospectus or related information, (iii) of
the Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate and (iv) of the receipt of any
request by the SEC or any other federal or state governmental authority for any
additional information relating to the Registration Statement or any amendment
or supplement thereto or any related prospectus. The Company shall respond as
promptly as practicable to any comments received from the SEC with respect to a
Registration Statement or any amendment thereto. Nothing in this Section 3(f)
shall limit any obligation of the Company under the Purchase Agreement. 

     (g) The Company shall (i) use its
reasonable best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement or the use of any
prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the 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 time
and (ii) notify Legal Counsel and the Investor of the issuance of such order and
the resolution thereof or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose. 

     (h) Upon the written request of
the Investor, the Company shall make available for inspection during normal
business hours by (i) the Investor, (ii) Legal Counsel and (iii) one (1) firm of
accountants or other agents retained by such Investor (collectively, the
“Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, each Inspector shall
agree in writing to hold in strict confidence and not to make any disclosure
(except to the Investor) or use of any Record or other information which the
Company’s board of directors determines in good faith to be confidential, and of
which determination the Inspectors are so notified, unless (a) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the Securities Act, (b)
the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
Transaction Document (as defined in the Purchase Agreement). The Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records deemed confidential. Nothing herein (or in any other
confidentiality agreement between the Company and the Investor, if any) shall be
deemed to limit the Investor’s ability to sell Registrable Securities in a
manner which is otherwise consistent with applicable laws and regulations. 

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Execution Version 

     (i) The Company shall hold in
confidence and not make any disclosure of information concerning the Investor
provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required to be disclosed in such
Registration Statement pursuant to the Securities Act, (iii) the release of such
information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other Transaction Document. The
Company agrees that it shall, upon learning that disclosure of such information
concerning the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to the
Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information. 

     (j) Without limiting any
obligation of the Company under the Purchase Agreement, the Company shall use
its reasonable best efforts either to (i) cause all of the Registrable
Securities covered by each Registration Statement to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange or (ii) secure
designation and quotation of all of the Registrable Securities covered by each
Registration Statement on another Trading Market, or (iii) if, despite the
Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii)
the Company is unsuccessful in satisfying the preceding clauses (i) or (ii),
without limiting the generality of the foregoing, to use its reasonable best
efforts to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority (f/k/a the National Association of Securities
Dealers, Inc.) (“FINRA”) as such with respect to such Registrable
Securities. In addition, the Company shall cooperate with the Investor and any
Broker-Dealer through which the Investor proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA
Rule 5110 as requested by the Investor. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(j).

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Execution Version 

     (k) The Company shall cooperate
with the Investor and, to the extent applicable, facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts
(as the case may be) as the Investor may reasonably request from time to time
and registered in such names as the Investor may request. Certificates for
Registrable Securities free from all restrictive legends may be transmitted by
the transfer agent to the Investor by crediting an account at DTC as directed by
the Investor. 

     (l) If requested by the Investor,
the Company shall as soon as practicable after receipt of notice from the
Investor and subject to Section 3(q) hereof, (i) incorporate in a prospectus
supplement or post-effective amendment such information as the Investor
reasonably requests to be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being offered or sold, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement or prospectus contained therein if reasonably requested
by the Investor. 

     (m) The Company shall use its
reasonable best efforts to cause the Registrable Securities covered by a
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities. 

     (n) The Company shall make
generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the Securities Act) covering a twelve-month period beginning
not later than the first day of the Company’s fiscal quarter next following the
applicable Effective Date of each Registration Statement. 

     (o) The Company shall otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder. 

     (p) Within one (1) Business Day
after each Registration Statement which covers Registrable Securities is
declared effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as
Exhibit A. 

10




Execution Version 

     (q) Notwithstanding anything to
the contrary herein (but subject to the last sentence of this Section 3(q)), at
any time after the Effective Date of a particular Registration Statement, the
Company may delay the disclosure of material, non-public information concerning
the Company or any of its Subsidiaries the disclosure of which at the time is
not, in the good faith opinion of the board of directors of the Company, in the
best interest of the Company and, in the opinion of counsel to the Company,
otherwise required (a “Grace Period”), provided that the Company
shall promptly, but in no event later than 9:30 a.m. (New York City time) on the
second Trading Day immediately prior to the commencement of any Grace Period
(except for such case where it is impossible to provide such two-Trading Day
advance notice, in which case the Company shall provide such notice as soon as
possible), notify the Investor in writing of the (i) existence of material,
non-public information giving rise to a Grace Period (provided that in each such
notice the Company shall not disclose the content of such material, non-public
information to the Investor) and the date on which such Grace Period will begin
and (ii) date on which such Grace Period ends, provided further that (I) no
Grace Period shall exceed 20 consecutive Trading Days and during any 365-day
period all such Grace Periods shall not exceed an aggregate of 60 Trading Days;
provided, further, that the Company shall not register any securities for the
account of itself or any other stockholder during any such Grace Period (other
than pursuant to a registration statement on Form S-4 or S-8), (II) the first
day of any Grace Period must be at least three Trading Days (or such shorter
period as may be agreed by the parties) after the last day of any prior Grace
Period and (III) no Grace Period may exist during (A) the first 10 consecutive
Trading Days after the Effective Date of the particular Registration Statement
or (B) the five-Trading Day period following each Settlement Date (each, an
“Allowable Grace Period”). For purposes of determining the length
of a Grace Period above, such Grace Period shall begin on and include the date
set forth in the notice referred to in clause (i) above, provided that such
notice is received by the Investor not later than 9:30 a.m. (New York City time)
on the second Trading Day immediately prior to such commencement date (except
for such case where it is impossible to provide such two-Trading Day advance
notice, in which case the Company shall provide such notice as soon as possible)
and shall end on and include the later of the date the Investor receives the
notice referred to in clause (ii) above and the date referred to in such notice.
The provisions of Section 3(l) hereof shall not be applicable during the period
of any Allowable Grace Period. Upon expiration of each Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is
no longer applicable. Notwithstanding anything to the contrary contained in this
Section 3(q), the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of the Investor in accordance with the
terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which the Investor has entered into a contract for
sale, and delivered a copy of the prospectus included as part of the particular
Registration Statement to the extent applicable, prior to the Investor’s receipt
of the notice of a Grace Period and for which the Investor has not yet settled.


     (r) The Company shall take all
other reasonable actions necessary to expedite and facilitate disposition by the
Investor of its Registrable Securities pursuant to each Registration Statement.


4. Obligations of the Investor. 

11




Execution Version 

     (a) At least five Business Days
prior to the first anticipated filing date of each Registration Statement (or
such shorter period to which the parties agree), the Company shall notify the
Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of the Investor that the
Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect and
maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request. 

     (b) The Investor, by its
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of each Registration Statement hereunder, unless the Investor has
notified the Company in writing of the Investor’s election to exclude all of the
Investor’s Registrable Securities from such Registration Statement. 

     (c) The Investor agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(g) or the first sentence of 3(f), the Investor will
immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until the
Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of
notice that no supplement or amendment is required. Notwithstanding anything to
the contrary in this Section 4(c), the Company shall cause its transfer agent to
deliver unlegended shares of Common Stock to a transferee of the Investor in
accordance with the terms of the Purchase Agreement in connection with any sale
of Registrable Securities with respect to which the Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(g) or the first
sentence of Section 3(f) and for which the Investor has not yet settled. 

     (d) The Investor covenants and
agrees that it will comply with the prospectus delivery and other requirements
of the Securities Act as applicable to it in connection with sales of
Registrable Securities pursuant to a Registration Statement. 

5. Expenses of Registration. 

     All reasonable expenses, other
than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, FINRA filing fees (if any) and fees and
disbursements of counsel for the Company shall be paid by the Company. 

12




Execution Version 

6. Indemnification. 

     (a) In the event any Registrable
  Securities are included in any Registration Statement under this Agreement, to
  the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its
  directors, officers, shareholders, members, partners, employees, agents,
  advisors, representatives (and any other Persons with a functionally equivalent
  role of a Person holding such titles notwithstanding the lack of such title or
  any other title) and each Person, if any, who controls the Investor within the
  meaning of the Securities Act or the Exchange Act and each of the directors,
  officers, shareholders, members, partners, employees, agents, advisors,
  representatives (and any other Persons with a functionally equivalent role of a
  Person holding such titles notwithstanding the lack of such title or any other
  title) of such controlling Persons (each, an “Investor Party” and
  collectively, the “Investor Parties”), against any losses,
  obligations, claims, damages, liabilities, contingencies, judgments, fines,
  penalties, charges, costs (including, without limitation, court costs,
  reasonable attorneys’ fees, costs of defense and investigation), amounts paid in
  settlement or expenses, joint or several, (collectively, “Claims”)
  incurred in investigating, preparing or defending any action, 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 Investor Party
  is or may be a party thereto (“Indemnified Damages”), to which any
  of them may become subject insofar as such Claims (or actions or proceedings,
  whether commenced or threatened, in respect thereof) arise out of or are based
  upon: (i) any untrue statement or alleged untrue statement of a material fact in
  a Registration Statement or any post-effective amendment thereto or in any
  filing made in connection with the qualification of the offering under the
  securities or 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 statements therein not misleading or (ii) any untrue
  statement or alleged untrue statement of a material fact contained in any
  prospectus (as amended or supplemented) or in any prospectus supplement or the
  omission or alleged omission to state therein any material fact necessary to
  make the statements made therein, in light of the circumstances under which the
  statements therein were made, not misleading (the matters in the foregoing
  clauses (i) and (ii) being, collectively, “Violations”). Subject
  to Section 6(c), the Company shall reimburse the Investor Parties, promptly as
  such expenses are incurred and are due and payable, for any legal fees or other
  reasonable expenses incurred by them in connection with investigating or
  defending any such Claim. Notwithstanding anything to the contrary contained
  herein, the indemnification agreement contained in this Section 6(a): (i) shall
  not apply to a Claim by an Investor Party arising out of or based upon a
  Violation which occurs in reliance upon and in conformity with information
  furnished in writing to the Company by such Investor Party for such Investor
  Party expressly for use in connection with the preparation of such Registration
  Statement, prospectus or prospectus supplement or any such amendment thereof or
  supplement thereto; (ii) shall not be available to the Investor to the extent
  such Claim is based on a failure of the Investor to deliver or to cause to be
  delivered the prospectus (as amended or supplemented) made available by the
  Company (to the extent applicable), including, without limitation, a corrected
  prospectus, if such prospectus (as amended or supplemented) or corrected
  prospectus was timely made available by the Company pursuant to Section 3(d) and
  then only if, and to the extent that, following the receipt of the corrected
  prospectus no grounds for such Claim would have existed; and (iii) shall not
  apply to amounts paid in settlement of any Claim if such settlement is effected
  without the prior written consent of the Company, which consent shall not be
  unreasonably withheld or delayed. Such indemnity shall remain in full force and
  effect regardless of any investigation made by or on behalf of the Investor Party and shall survive
the transfer of any of the Registrable Securities by the Investor pursuant to
Section 9. 

13




Execution Version 

     (b) In connection with any
Registration Statement in which the Investor is participating, the Investor
agrees to severally and not jointly indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an “Company Party”),
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 each case, to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information relating to the
Investor furnished to the Company by the Investor expressly for use in
connection with such Registration Statement; and, subject to Section 6(c) and
the below provisos in this Section 6(b), the Investor will reimburse a Company
Party any legal or other expenses reasonably incurred by such Company Party in
connection with investigating or defending any such Claim; provided,
however, the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld or delayed, provided further that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the
applicable sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such Company Party and shall survive
the transfer of any of the Registrable Securities by the Investor pursuant to
Section 9. 

     (c) Promptly after receipt by an
Investor Party or Company Party (as the case may be) under this Section 6 of
notice of the commencement of any action or proceeding (including, without
limitation, any governmental action or proceeding) involving a Claim, such
Investor Party or Company Party (as the case may be) shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Investor
Party or the Company Party (as the case may be); provided,
however, an Investor Party or Company Party (as the case may be) shall
have the right to retain its own counsel with the fees and expenses of such
counsel to be paid by the indemnifying party if: (i) the indemnifying party has
agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have failed promptly to assume the defense of such Claim and to employ
counsel reasonably satisfactory to such Investor Party or Company Party (as the
case may be) in any such Claim; or (iii) the named parties to any such Claim
(including, without limitation, any impleaded parties) include both such
Investor Party or Company Party (as the case may be) and the indemnifying party,
and such Investor Party or such Company Party (as the case may be) shall have
been advised by counsel that a conflict of interest is likely to exist if the
same counsel were to represent such Investor Party or such Company Party and the
indemnifying party (in which case, if such Investor Party or such Company Party
(as the case may be) notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, then the indemnifying party shall not have the right to assume the
defense thereof on behalf of the indemnified party and such counsel shall be at
the expense of the indemnifying party, provided further that in the case of
clause (iii) above the indemnifying party shall not be responsible for the
reasonable fees and expenses of more than one (1) separate legal counsel for all
Investor Parties or Company Parties (as the case may be). The Company Party or
Investor Party (as the case may be) shall reasonably cooperate with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Company Party or Investor
Party (as the case may be) which relates to such action or Claim. The
indemnifying party shall keep the Company Party or Investor Party (as the case
may be) reasonably apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent; provided, however, the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the prior written consent of the Company Party
or Investor Party (as the case may be), consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Company Party or Investor Party (as the case may be) of a release from all
liability in respect to such Claim or litigation, and such settlement shall not
include any admission as to fault on the part of the Company Party. For the
avoidance of doubt, the immediately preceding sentence shall apply to Sections
6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Company Party or
Investor Party (as the case may be) with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Investor Party or Company Party (as the case may
be) under this Section 6, except to the extent that the indemnifying party is
materially and adversely prejudiced in its ability to defend such action. 

14




Execution Version 

     (d) No Person involved in the
sale of Registrable Securities who is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) in connection with
such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent
misrepresentation. 

     (e) The indemnification required
by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred; provided that the Investor
shall promptly reimburse the Company for all such payments to the extent a court
of competent jurisdiction determines that any Investor Party was not entitled to
such payments. 

     (f) The indemnity and
contribution agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Company Party or Investor Party against the
indemnifying party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law. 

15




Execution Version 

7. Contribution. 

     To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however: (i) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6 of this Agreement, (ii) no
Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not
guilty of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the amount of net proceeds
received by such seller from the applicable sale of such Registrable Securities
pursuant to such Registration Statement. Notwithstanding the provisions of this
Section 7, the Investor shall not be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received
by the Investor from the applicable sale of the Registrable Securities subject
to the Claim exceeds the amount of any damages that the Investor has otherwise
been required to pay, or would otherwise be required to pay under Section 6(b),
by reason of such untrue or alleged untrue statement or omission or alleged
omission. 

8. Reports Under the Exchange Act. 

     With a view to making available
to the Investor the benefits of Rule 144, the Company agrees to: 

     (a) use its reasonable best
efforts to make and keep public information available, as those terms are
understood and defined in Rule 144; 

     (b) use its reasonable best
efforts to file with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long as
the Company remains subject to such requirements (it being understood that
nothing herein shall limit any of the Company’s obligations under the Purchase
Agreement) and the filing of such reports and other documents is required for
the applicable provisions of Rule 144; 

     (c) furnish to the Investor so
long as the Investor owns Registrable Securities, promptly upon request, (i) a
written statement by the Company, if true, that it has complied with the
reporting, submission and posting requirements of Rule 144 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 with the SEC if such
reports are not publicly available via EDGAR, and (iii) such other information
as may be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration; and 

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

16




Execution Version 

9. Assignment of Registration Rights. 

     All or any portion of the rights
under this Agreement shall be automatically assignable by the Investor to any
transferee or assignee of all or any portion of the Investor’s Registrable
Securities if: (i) the Investor agrees in writing with such transferee or
assignee to assign all or any portion of 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 (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by such transferee or assignee is restricted under the Securities Act or
applicable state securities laws if so required; (iv) at or before the time the
Company receives the written notice contemplated by clause (ii) of this sentence
such transferee or assignee agrees in writing with the Company to be bound by
all of the provisions contained herein; (v) such transfer or assignment shall
have been made in accordance with the applicable requirements of the Purchase
Agreement; and (vi) such transfer or assignment shall have been conducted in
accordance with all applicable federal and state securities laws. The term
“Investor” in this Agreement shall also include all such transferees and
assignees. 

10. Amendment or Waiver. 

     No provision of this Agreement
may be amended or waived by the parties from and after the date that is one
Trading Day immediately preceding the initial filing of the Registration
Statement with the SEC. 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) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is
sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. 

11. Miscellaneous. 

     (a) Solely for purposes of this
Agreement, a Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities. 

     (b) Any notices, consents,
waivers or other communications required or permitted to be given under the
terms of this Agreement shall be given in accordance with Section 10.4 of the
Purchase Agreement. 

     (c) Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that either party shall be
entitled to an injunction or injunctions to prevent or cure breaches of the
provisions of this Agreement by the other party and to enforce specifically the
terms and provisions hereof (without the necessity of showing economic loss and
without any bond or other security being required), this being in addition to
any other remedy to which either party may be entitled by law or equity. 

17




Execution Version 

     (d) All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to 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 that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

     (e) The Transaction Documents set
forth the entire agreement and understanding of the parties solely with respect
to the subject matter thereof and supersedes all prior and contemporaneous
agreements, negotiations and understandings between the parties, both oral and
written, solely with respect to such matters. There are no promises,
undertakings, representations or warranties by either party relative to subject
matter hereof not expressly set forth in the Transaction Documents.
Notwithstanding anything in this Agreement to the contrary and without
implication that the contrary would otherwise be true, nothing contained in this
Agreement shall limit, modify or affect in any manner whatsoever (i) the
conditions precedent to a Draw Down contained in Article VII of the Purchase
Agreement, including, without limitation, the condition precedent contained in
Section 7.2(iii) thereof or (ii) any of the Company’s obligations under the
Purchase Agreement. 

     (f) Subject to compliance with
Section 9, this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision
hereof be enforced by, any Person, other than the parties hereto, their
respective permitted successors and assigns and the Persons referred to in
Sections 6 and 7 hereof. 

18




Execution Version 

     (g) The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. Unless the context clearly indicates otherwise, each
pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of
like import refer to this entire Agreement instead of just the provision in
which they are found. 

     (h) This Agreement may be
executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party. If any signature is
delivered by facsimile transmission or by an e-mail which contains a portable
document format (.pdf) file of an executed signature page, such signature page
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
signature page were an original thereof. 

     (i) Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby. 

     (j) The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent and no rules of strict construction will be applied against
any party. 

[signature pages follow] 

19




     IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written
above. 

	 	COMPANY: 
	 	  
	 	AMERICAN PETRO-HUNTER INC. 
	 	  
	 	  
	 	  
	 	By: /s/ Robert McIntosh 
	 	           
       Name: Robert McIntosh
	 	           
       Title: President and CEO 


20




     IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written
above. 

	 	INVESTOR: 
	 	 
	 	HANOVER HOLDINGS I, LLC, a New 
	 	York limited liability company 
	 	 
	 	 
	 	By:    /s/ Joshua
  Sason
	 	Its:  
 CEO


21




EXHIBIT A 

	FORM OF NOTICE OF EFFECTIVENESS 
	OF REGISTRATION STATEMENT



______________________

______________________

______________________

Attention: _____________


	 	Re: 	American Petro-Hunter Inc.



Ladies and Gentlemen: 

     We are counsel to American
Petro-Hunter, Inc., a Nevada corporation (the “Company”), and have
represented the Company in connection with that certain Common Stock Purchase
Agreement, dated as of March 22, 2013 (the “Purchase Agreement”),
entered into by and among the Company and the Investor named therein (the
“Holder”) pursuant to which the Company will issue to the Holder
from time to time shares of the Company’s common stock, $0.001 par value per
share (the ”Common Stock”). Pursuant to the Purchase Agreement,
the Company also has entered into a Registration Rights Agreement with the
Holder (the “Registration Rights Agreement”) pursuant to which the
Company agreed, among other things, to register the offer and sale of the
Registrable Securities (as defined in the Registration Rights Agreement) under
the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights
Agreement, on _______________, 20__, the Company filed a Registration Statement
on Form S-[3][1] (File No. 333-_____________) (the “Registration
Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names the
Holder as an underwriter and a selling stockholder thereunder. 

     In connection with the foregoing,
based solely upon oral advice from the staff of the SEC, the Registration
Statement was declared effective under the Securities Act on [ENTER DATE OF
EFFECTIVENESS], and no stop order suspending its effectiveness has been issued
and no proceedings for that purpose have been instituted or overtly threatened.


     This letter shall serve as our
standing opinion to you that the shares of Common Stock are freely transferable
by the Holder pursuant to the Registration Statement, provided the Registration
Statement remains effective. 

	 	Very truly yours, 
	 	 
	 	[ISSUER’S COUNSEL] 
	 	 
	 	By:_____________________




	CC: 	
      Hanover Holdings I, LLC



A-1 




EXHIBIT B 

SELLING STOCKHOLDER 

     This prospectus relates to the
possible resale from time to time by the selling stockholder of any or all of
the shares of common stock that have been or may be issued by us to Hanover
under the Purchase Agreement. For additional information regarding the issuance
of common stock covered by this prospectus, see “Prospectus Summary—Equity
Enhancement Program With Hanover” above. We are registering the shares of common
stock pursuant to the provisions of the Registration Rights Agreement we entered
into with Hanover on March 22, 2013 in order to permit the selling stockholder
to offer the shares for resale from time to time. Except for the transactions
contemplated by the Purchase Agreement and the Registration Rights Agreement,
Hanover has not had any material relationship with us within the past three
years. 

     The table below presents
information regarding the selling stockholder and the shares of common stock
that it may offer from time to time under this prospectus. This table is
prepared based on information supplied to us by the selling stockholder, and
reflects holdings as of _________ , 201__. As used in this prospectus, the term
“selling stockholder” includes Hanover and any donees, pledgees, transferees or
other successors in interest selling shares received after the date of this
prospectus from the selling stockholder as a gift, pledge, or other non-sale
related transfer. The number of shares in the column “Maximum Number of Shares
of Common Stock to be Offered Pursuant to this Prospectus” represents all of the
shares of common stock that the selling stockholder may offer under this
prospectus. The selling stockholder may sell some, all or none of its shares in
this offering. We do not know how long the selling stockholder will hold the
shares before selling them, and we currently have no agreements, arrangements or
understandings with the selling stockholder regarding the sale of any of the
shares. 

     Beneficial ownership is
determined in accordance with Rule 13d-3(d) promulgated by the SEC under the
Exchange Act, and includes shares of common stock with respect to which the
selling stockholder has voting and investment power. The percentage of shares of
common stock beneficially owned by the selling stockholder prior to the offering
shown in the table below is based on an aggregate of ____________shares of our
common stock outstanding on ___________, 201__. Because the purchase price of
the shares of common stock issuable under the Purchase Agreement is determined
on each settlement date, the number of shares that may actually be sold by the
Company under the Purchase Agreement may be fewer than the number of shares
being offered by this prospectus. The fourth column assumes the sale of all of
the shares offered by the selling stockholder pursuant to this prospectus. 

B-1 





	  	Number of Shares of    	Maximum Number of 	Number of
      Shares of 
	  	Common Stock Owned
      Prior 	Shares of Common Stock 	Common Stock
      Owned After 
	Name of Selling Stockholder    	to Offering 	to be Offered Pursuant to 	Offering 
	  	 	this Prospectus 	 
	  	 	  	 	  
	  	  	 	  	 	  
	  	Number(1) 	Percent(2)  	  	 Number(3)	 Percent(2) 
	  	  	 	  	 	  
	  	  	 	  	 	  
	Hanover Holdings I, LLC (4)
    	 1,764,706 	 	  	 	  



	____________________
	* 	
      Represents beneficial ownership of less than one percent
      of the outstanding shares of our common stock. 

	  	
       

	
      (1) 
	
      This number represents the 1,764,706 shares of common
      stock we issued to Hanover on March 6, 2013 as Commitment Shares in
      consideration for entering into the Purchase Agreement with us. In
      accordance with Rule 13d-3(d) under the Exchange Act, we have excluded
      from the number of shares beneficially owned prior to the offering all of
      the shares that Hanover may be required to purchase under the Purchase
      Agreement, because the issuance of such shares is solely at our discretion
      and is subject to certain conditions, the satisfaction of all of which are
      outside of Hanover’s control, including the registration statement of
      which this prospectus is a part becoming and remaining effective.
      Furthermore, the maximum dollar value of each put of common stock to
      Hanover under the Purchase Agreement is subject to certain agreed upon
      threshold limitations set forth in the Purchase Agreement. Also, under the
      terms of the Purchase Agreement, we may not issue shares of our common
      stock to Hanover to the extent that Hanover or any of its affiliates
      would, at any time, beneficially own more than 4.99% of our outstanding
      common stock. 

	  	
       

	(2) 	
      Applicable percentage ownership is based on
      [______________] shares of our common stock outstanding as of __________,
      20___. 

	  	
       

	(3) 	
      Assumes the sale of all shares being offered pursuant to
      this prospectus. 

	  	
       

	(4) 	
      The business address of Hanover is c/o Magna Group, 5
      Hanover Square, New York, New York 10004. Hanover’s principal business is
      that of a private investment firm. We have been advised that Hanover is
      not a member of the Financial Industry Regulatory Authority, or FINRA, or
      an independent broker-dealer, and that neither Hanover nor any of its
      affiliates is an affiliate or an associated person of any FINRA member or
      independent broker-dealer. We have been further advised that Joshua Sason
      is the Chief Executive Officer of Hanover and owns all of the membership
      interests in Hanover, and that Mr. Sason has sole power to vote or to
      direct the vote and sole power to dispose or to direct the disposition of
      all securities owned directly by Hanover. 



B-2 




PLAN OF DISTRIBUTION 

     We are registering shares of
common stock that have been or may be issued by us from time to time to Hanover
under the Purchase Agreement to permit the resale of these shares of common
stock after the issuance thereof by the selling stockholder from time to time
after the date of this prospectus. We will not receive any of the proceeds from
the sale by the selling stockholder of the shares of common stock. We will bear
all fees and expenses incident to our obligation to register the shares of
common stock. 

     The selling stockholder may
decide not to sell any shares of common stock. The selling stockholder may sell
all or a portion of the shares of common stock beneficially owned by it and
offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts,
concessions or commissions from the selling stockholder and/or the purchasers of
the shares of common stock for whom they may act as agent. In effecting sales,
broker-dealers that are engaged by the selling stockholder may arrange for other
broker-dealers to participate. Hanover is an “underwriter” within the meaning of
the Securities Act. Any brokers, dealers or agents who participate in the
distribution of the shares of common stock by the selling stockholder may also
be deemed to be “underwriters,” and any profits on the sale of the shares of
common stock by them and any discounts, commissions or concessions received by
any such brokers, dealers or agents may be deemed to be underwriting discounts
and commissions under the Securities Act. Hanover has advised us that it will
use an unaffiliated broker-dealer to effectuate all resales of our common stock.
To our knowledge, Hanover has not entered into any agreement, arrangement or
understanding with any particular broker-dealer or market maker with respect to
the shares of common stock offered hereby, nor do we know the identity of the
broker-dealers or market makers that may participate in the resale of the
shares. Because Hanover is, and any other selling stockholder, broker, dealer or
agent may be deemed to be, an “underwriter” within the meaning of the Securities
Act, Hanover will (and any other selling stockholder, broker, dealer or agent
may) be subject to the prospectus delivery requirements of the Securities Act
and may be subject to certain statutory liabilities of the Securities Act
(including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5
under the Exchange Act. 

     The selling stockholder will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The shares of common stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions, which may involve crosses or block
transactions, pursuant to one or more of the following methods: 

	
  on any national securities exchange or quotation service on which the
  securities may be listed or quoted at the time of sale; 

  
	
  in the over-the-counter market in accordance with the rules of NASDAQ; 

  
	
  in transactions otherwise than on these exchanges or systems or in the
  over-the- counter market; 



B-3 




	
  through the writing or settlement of options, whether such options are
  listed on an options exchange or otherwise; 

  
	
  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; 

  
	
  broker-dealers may agree with the selling stockholder 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 stockholder may also
sell shares of common stock covered by this prospectus pursuant to Rule 144
promulgated under the Securities Act, if available, rather than under this
prospectus. In addition, the selling stockholder may transfer the shares of
common stock by other means not described in this prospectus. 

     Any broker-dealer participating
in such transactions as agent may receive commissions from the selling
stockholder (and, if they act as agent for the purchaser of such shares, from
such purchaser). Hanover has informed us that each such broker-dealer will
receive commissions from Hanover which will not exceed customary brokerage
commissions. Broker-dealers may agree with the selling stockholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling
stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in one or more transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above and pursuant to the one or
more of the methods described above) at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the time of
sale, or at negotiated prices, and in connection with such resales may pay to or
receive from the purchasers of such shares commissions computed as described
above. To the extent required under the Securities Act, an amendment to this
prospectus or a supplemental prospectus will be filed, disclosing: 

	the name of any such broker-dealers; 


B-4 




	
  the number of shares involved; 

  
	
  the price at which such shares are to be sold; 

  
	
  the commission paid or discounts or concessions allowed to such
  broker-dealers, where applicable; 

  
	
  that such broker-dealers did not conduct any investigation to verify the
  information set out or incorporated by reference in this prospectus, as
  supplemented; and 

  
	
  other facts material to the transaction. 



     Hanover has informed us that it
does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the common stock. Pursuant to a
requirement of the Financial Industry Regulatory Authority, or FINRA, the
maximum commission or discount and other compensation to be received by any
FINRA member or independent broker-dealer shall not be greater than eight
percent (8%) of the gross proceeds received by us for the sale of any securities
being registered pursuant to Rule 415 under the Securities Act. 

     Under the securities laws of some
states, the shares of common stock may be sold in such states only through
registered or licensed brokers or dealers. In addition, in some states the
shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with. 

     There can be no assurance that
the selling stockholder will sell any or all of the shares of common stock
registered pursuant to the registration statement, of which this prospectus
forms a part. 

     Underwriters and purchasers that
are deemed underwriters under the Securities Act may engage in transactions that
stabilize, maintain or otherwise affect the price of the common stock, including
the entry of stabilizing bids or syndicate covering transactions or the
imposition of penalty bids. The selling stockholder and any other person
participating in the sale or distribution of the shares of common stock will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder (including, without limitation, Regulation M of the
Exchange Act), which may restrict certain activities of, and limit the timing of
purchases and sales of any of the shares of common stock by, the selling
stockholder and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the
distribution of the shares of common stock to engage in market-making and
certain other activities with respect to the shares of common stock. In
addition, the anti-manipulation rules under the Exchange Act may apply to sales
of the shares of common stock in the market. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or
entity to engage in market-making activities with respect to the shares of
common stock. 

B-5 




     We have agreed to pay all
expenses of the registration of the shares of common stock pursuant to the
registration rights agreement, estimated to be $[ ] in total, including, without
limitation, Securities and Exchange Commission filing fees and expenses of
compliance with state securities or “Blue Sky” laws; provided, however, Hanover
will pay all selling commissions, concessions and discounts, and other amounts
payable to underwriters, dealers or agents, if any, as well as transfer taxes
and certain other expenses associated with the sale of the shares of common
stock. We have agreed to indemnify Hanover and certain other persons against
certain liabilities in connection with the offering of shares of common stock
offered hereby, including liabilities arising under the Securities Act or, if
such indemnity is unavailable, to contribute amounts required to be paid in
respect of such liabilities. Hanover has agreed to indemnify us against
liabilities under the Securities Act that may arise from any written information
furnished to us by Hanover specifically for use in this prospectus or, if such
indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities. 

     At any time a particular offer of
the shares of common stock is made by the selling stockholder, a revised
prospectus or prospectus supplement, if required, will be distributed. Such
prospectus supplement or post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of any required
additional information with respect to the distribution of the shares of common
stock. We may suspend the sale of shares by the selling stockholder pursuant to
this prospectus for certain periods of time for certain reasons, including if
the prospectus is required to be supplemented or amended to include additional
material information. 

B-6