AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of March __, 2013 ,between The SpendSmart Payments
Company f/k/a BillMyParents, Inc., a Colorado corporation (the “Company”) and each of the several purchasers
signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This Agreement is made
pursuant to that certain Subscription Agreement between the Company and each Purchaser (the “Subscription Agreement”).
If there is any conflict between the provisions of this Agreement and the Warrant then the provisions of this Agreement will control.


 


The Company and each
Purchaser hereby agrees as follows:


 


1. Definitions


 


Capitalized terms used and not otherwise
defined herein that are defined in the Subscription Agreement shall have the meanings given such terms in the Subscription Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


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


 


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


 


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


 


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


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 150thcalendar day
following the Final Closing and, with respect to any additional Registration Statements which may be required pursuant to Section
3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement
related to the Registrable Securities.


 


“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).


 


“Initial
Shares” means a number of Registrable Securities equal to either (i) the total number of Registrable Securities or (ii)
in the event SEC Guidance limits the number of Registrable Securities included on a Registration Statement, an amount equal to
at least one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company
on the day immediately prior to the filing date of the Initial Registration Statement.


 






    	1



    	 



    

 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Legal
Counsel” means Sichenzia Ross Friedman Ference LLP or such other counsel as thereafter designated by a majority of the
Holders.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


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


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means (a) all shares of Common Stock purchased by the Subscribers in the Offering in accordance with the
terms of the Subscription Agreement, (b) all Warrant Shares (including any Warrants issued to the Placement Agent in connection
with the Offering and assuming on the date of determination the Warrants are exercised in full without regard to any exercise limitations
therein), (c) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (without
giving effect to any limitations on exercise set forth in the Warrants)and(d) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that the Company shall not be required to maintain the effectiveness, or file another Registration Statement hereunder with respect
to any Registrable Securities that are not subject to the current public information requirement under Rule 144 and that are eligible
for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by
the Commission pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and
the affected Holders.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to any
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 any such registration statement.


 






    	2



    	 



    

 


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


 


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


 


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


 


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


 


2. Registration


 


(a)               
On or prior to each Filing Date, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an
effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement
filed hereunder shall be on Form S-1 (except if the Company is then eligible to register for resale the Registrable Securities
on Form S-3, such registration shall be on such appropriate form in accordance herewith) and shall contain (unless otherwise directed
by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto
as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited
due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission Staff for the registration
of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the SEC’s interpretive
responses regarding Delayed or Continuous Offering and Sale of Securities No. 612.09) the Company shall use its best efforts to
register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement,
the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly
as possible after the filing thereof, and shall use its best efforts to keep such Registration Statement continuously effective
under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold
without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration
Statement on the second trading day after the Company telephonically confirms effectiveness with the Commission, which shall be
the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the
second trading day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required
by Rule 424. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number
of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company
used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities),
unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered
on such Registration Statement will first be reduced by Registrable Securities represented by the shares of Common Stock purchased
by the Subscribers pursuant to the Subscription Agreement and second by Registrable Securities represented by Warrant Shares (applied,
in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered
Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least 5 trading
days prior written notice along with the calculations as to such Holder’s allotment.


  






    	3



    	 



    

 


(b)              
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial
Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a)
herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company shall fail for any reason to satisfy
the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach
being referred to as an “Event”, and for purposes of clauses (i) and (ii),the date on which such Event occurs
being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or
under applicable law, on each such Event Date, each Holder shall be entitled to exercise its Warrant utilizing the “cashless
exercise” feature set forth Section 2(e) of the Warrant issued to the Holder pursuant to the Subscription Agreement, provided
however that such Warrant Shares shall be settled in either registered shares of common stock or unregistered shares of
common stock, at the discretion of the Company.


 


(c)               
Legal Counsel. Subject to the terms and conditions of this Agreement, Holders shall have the right to select Legal
Counsel to review and oversee, solely on its behalf, any Registration Statement pursuant to this Agreement. The Company shall also
reimburse Legal Counsel for its fees and disbursements in connection with registration, filing or qualification pursuant to this
Agreement which amount shall be limited to $7,500.


 


3. Registration Procedures.


 


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


 






    	4



    	 



    

 


(a)               
Not less than five (5) Trading days prior to the filing of each Registration Statement and not less than one (1) Trading
day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be
incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to Legal Counsel copies of the Registration
Statement proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will
be subject to the review of Legal Counsel; and (ii) cause its officers and directors, counsel and independent registered public
accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of Legal Counsel, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus
or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities or Legal Counsel shall
reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than three (3) Trading
days after Legal Counsel has been so furnished a copy of a Registration Statement or one (1) Trading day after Legal Counsel has
been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company
a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
on a date that is not less than two (2) Trading days prior to the Filing Date or by the end of the fourth (4th) Trading
day following the date on which such Holder receives draft materials in accordance with this Section.


 


(b)              
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably
possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement
(provided that, the Company may excise any information contained therein which would constitute material non-public information
as to any Holder which has not executed a confidentiality agreement with 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 a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.


 






    	5



    	 



    

 


(c)               
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one trading day prior to such filing) and (if requested by
any such Person) confirm such notice in writing no later than one Trading day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by
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, (v) of
the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of the occurrence
or existence of any pending corporate development with respect to the Company that the Company believes may be material and that,
in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration
Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder until such information
otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding
each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information
is material, non-public information.


 


(d)              
Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


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


 






    	6



    	 



    

 


(f)               
Subject to the terms of this Agreement, 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, except after the giving of any notice pursuant to Section 3(c).


 


(g)              
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities
in effecting a filing with the FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested by any such Holder,
and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefor.


 


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


 


(i)                
If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to an effective Registration Statement, which certificates
shall be free, to the extent permitted by the Subscription Agreement, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holder may request.


 


(j)                
If the Company notifies the Holders in accordance with clauses
(iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have
been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right
under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial
liquidated damages otherwise required pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be
consecutive days) in any 12 month period.


 






    	7



    	 



    

 


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


 


(l)                
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting
and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect
to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading
days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled
and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information
is delivered to the Company.


 


4. Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company 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 of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock is then
listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in
writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing,
with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable
Securities with FINRA pursuant to NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission
in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for 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
of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 






    	8



    	 



    

 


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, members, partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors
and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) 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, members, stockholders, partners, agents and
employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of
such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against
any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements
or omissions are based solely upon information regarding 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 a Registration
Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A
hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), 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 the Advice contemplated in Section 6(d). The Company shall
notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.


 


(b)              
Indemnification by Holders. Each Holder shall, 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, to the extent arising 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 or
alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to 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 a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi),
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 the Advice contemplated in Section 6(d). 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.


 






    	9



    	 



    

 


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


 


An Indemnified Party shall have
the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the
Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.


 






    	10



    	 



    

 


Subject to the terms of this
Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be
paid to the Indemnified Party, as incurred, within ten Trading days of written notice thereof to the Indemnifying Party; provided,
that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable
to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.


 


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


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the net 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.


 


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.


 






    	11



    	 



    

 


6. Miscellaneous.


 


(a)               
Remedies. In the event of a breach by the Company or by a Holder of any of their respective 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, shall 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 not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)              
Piggyback on Registrations. Except as set forth on Schedule 6(b) annexed hereto, neither the Company nor any
of its security holders (other than the Holders in such capacity pursuant hereto) may include other securities of the Company in
any Registration Statements other than the Registrable Securities during the Effectiveness Period.


 


(c)               
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 a Registration Statement.


 


(d)              
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will
forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the
disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b).


 


(e)               
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 the Company’s stock option or other employee benefit plans, then the Company shall deliver to
each Holder a written notice of such determination and, if within fifteen days after the date of the delivery 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; provided, however, that the Company shall not be required to register
any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 promulgated by the Commission
pursuant to the Securities Act or that are the subject of a then effective Registration Statement.


 






    	12



    	 



    

 


(f)               
Amendments and Waivers. This Agreement and the provisions herein, including the provisions of this sentence, may
not be terminated, amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, unless the same shall be in writing and signed by the Company and the Holders of 67% or more of the then outstanding
Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or conversion of any Security).
If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance
with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata
among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such
Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to
a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the
rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the first sentence of this Section 6(f).


 


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


 


(h)              
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 (except by merger) its
rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Subscription Agreement.


 


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


 


(j)                
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 






    	13



    	 



    

 


(k)              
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the provisions of the Subscription Agreement.


 


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


 


(m)            
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


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


 


(o)              
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several
and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance
of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder 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 Holder to be joined as an additional party in any proceeding for such purpose.


 


********************


 


 


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


 


	 	
        THE SPENDSMART PAYMENTS
        COMPANY

         

         

	 	
        By:__________________________________________

        Name: Michael R. McCoy

        Title: Chief Executive Officer



 


 



    	14



    	 



    

 


 


[SIGNATURE
PAGE OF HOLDERS TO the spendsmart payments company 


aMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT]


 


 


Name of Holder: __________________________


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


			



 


 


[SIGNATURE PAGES CONTINUE]


 


 






    	15



    	 



    

 


 Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock on the OTCQB or any other stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling shares:


 


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



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


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



 


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



 


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



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


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


 


Broker-dealers engaged
by the Selling 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, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with NASD IM-2440.


 






    	16



    	 



    

 


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


 


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


 


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


 


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


 


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


 






    	17



    	 



    

 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 


 







 



    	18