mPhase Technologies, Inc.: Exhibit 10.74 - Filed by newsfilecorp.com






Exhibit 10.74

REGISTRATION RIGHTS AGREEMENT 

          Registration
Rights Agreement (the “Agreement”), dated as of November 30, 2011, by and
between MPHASE TECHNOLOGIES, INC., a corporation organized under the laws of New
Jersey, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a
Delaware Limited Partnership (the “Investor”). 

          Whereas,
in connection with the Investment Agreement by and between the Company and the
Investor of this date (the “Investment Agreement”), the Company has
agreed to issue and sell to the Investor up to $10,000,000 of the Company’s
Common Stock, .001 par value per share (the “Common Stock”), to be
purchased pursuant to the terms and subject to the conditions set forth in the
Investment Agreement; and

          Whereas,
to induce the Investor to execute and deliver the Investment Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933 Act”), and applicable
state securities laws, with respect to the shares of Common Stock issuable
pursuant to the Investment Agreement.

          Now
therefore, in consideration of the foregoing promises and the mutual covenants
contained hereinafter and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investor
hereby agree as follows:

Section
1.      DEFINITIONS.


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

          “Execution
Date” means the date of this Agreement set forth above. 

          “Person”
means a corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.

          “Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock
Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC
Bulletin Board, whichever is the principal market on which the Common Stock of
the Company is listed.

          “Register,”
“Registered,” and “Registration” refer to the Registration
effected by preparing and filing one (1) or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the
“SEC”). 

          “Registrable
Securities” means (i) the shares of Common Stock issued or issuable pursuant
to the Investment Agreement, (ii) the Preparation Shares and Commitment Shares
(iii) any shares of capital stock issued or issuable with respect to such shares
of Common Stock, if any, as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, which have not been
(x) included in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances
meeting all of the applicable conditions of Rule 144 (or any similar provision
then in force) under the 1933 Act.

Signature Page to Registration Rights Agreement

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          “Registration
Statement” means the registration statement or statements of the Company
filed under the 1933 Act covering the Registrable Securities.

          All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the same meaning ascribed to them as in the Investment Agreement.

Section
2.      REGISTRATION.

          (a)      Subject
to Section 3(g), the Company shall, within twenty-one (21) days after the
date of this Agreement, file with the SEC the Registration Statement or
Registration Statements (as is necessary) on Form S-1 (or, if such form is
unavailable for such a registration, on such other form as is available for such
registration), covering the resale of all of the Registrable Securities, which
Registration Statement(s) shall state that, in accordance with Rule 416
promulgated under the 1933 Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon stock splits, stock dividends or similar transactions. The Company shall
initially register for resale 276,000,000 shares of Common Stock, except to the
extent that the SEC requires the share amount to be reduced as a condition of
effectiveness.

          (b)      Intentionally
Omitted. 

          (c)      The
Company agrees not to include any other securities in the Registration Statement
covering the Registrable Securities without the Investor’s prior written consent
which the Investor may withhold in its sole discretion. Furthermore, the Company
agrees that it will not file any other Registration Statement for other
securities, until thirty calendar days after the Registration Statement for the
Registrable Securities is declared effective by the SEC.

Section
3.      RELATED
OBLIGATIONS.

          At
such time as the Company is obligated to prepare and file the Registration
Statement with the SEC pursuant to Section 2(a), the Company shall have
the following obligations with respect to the Registration Statement:

          (a)      The
Company shall use all commercially reasonable efforts to cause such Registration
Statement relating to the Registrable Securities to become effective within
ninety (90) days after the date that the Registration Statement is filed and
shall keep such Registration Statement effective until the earlier to occur of
the date on which (A) the Investor shall have sold all the Registrable
Securities; or (B) the Company has no right to sell any additional shares of
Common Stock under the Investment Agreement (the “Registration Period”).
The Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) 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 light of the circumstances in which
they were made, not misleading. The Company shall use all commercially
reasonable efforts to respond to all SEC comments within ten (10) business days
from receipt of such comments by the Company. The Company shall use all
commercially reasonable efforts to cause the Registration Statement relating to
the Registrable Securities to become effective no later than five (5) business
days after notice from the SEC that the Registration Statement may be declared
effective. The Investor agrees to provide all information which it is required by law to provide to the
Company, including the intended method of disposition of the Registrable
Securities, and the Company’s obligations set forth above shall be conditioned
on the receipt of such information.

Signature Page to Registration Rights Agreement

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          (b)      The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with
respect to the disposition of all Registrable Securities of the Company 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 Investor thereof as set forth in such Registration
Statement. In the event the number of shares of Common Stock covered by the
Registration Statement filed pursuant to this Agreement is at any time
insufficient to cover all of the Registrable Securities, the Company shall amend
such Registration Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover all of the
Registrable Securities, in each case, as soon as practicable, but in any event
within fifty (50) calendar days after the necessity therefor arises (based on
the then Purchase Price of the Common Stock and other relevant factors on which
the Company reasonably elects to rely), assuming the Company has sufficient
authorized shares at that time, and if it does not, within fifty (50) calendar
days after such shares are authorized. The Company shall use commercially
reasonable efforts to cause such amendment and/or new Registration Statement to
become effective as soon as practicable following the filing thereof.

          (c)      The
Company shall make available to the Investor whose Registrable Securities are
included in any Registration Statement and its legal counsel without charge (i)
if requested by the Investor, promptly after the same is prepared and filed with
the SEC at least one (1) copy of such Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, the prospectus
included in such Registration Statement (including each preliminary prospectus)
and, with regards to such Registration Statement(s), any correspondence by or on
behalf of the Company to the SEC or the staff of the SEC and any correspondence
from the SEC or the staff of the SEC to the Company or its representatives; and
(ii) upon the effectiveness of any Registration Statement, the Company shall
make available copies of the prospectus, via EDGAR, included in such
Registration Statement and all amendments and supplements thereto.

          (d)      The
Company shall use commercially reasonable efforts to (i) register and qualify
the Registrable Securities covered by the Registration Statement under such
other securities or “blue sky” laws of such states in the United States as the
Investor reasonably requests; (ii) prepare and file in those jurisdictions, such
amendments (including 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, that 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(d), or (y) subject itself to general taxation in
any such jurisdiction. The Company shall promptly notify the Investor who holds
Registrable Securities 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.

Signature Page to Registration Rights Agreement

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          (e)      As
promptly as practicable after becoming aware of such event, the Company shall
notify the Investor in writing of the happening of any event as a result of
which the prospectus included in the 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 light of the circumstances under which they were made, not misleading
(“Registration Default”) and use all diligent efforts to promptly prepare
a supplement or amendment to such Registration Statement and take any other
necessary steps to cure the Registration Default (which, if such Registration
Statement is on Form S-3, may consist of a document to be filed by the Company
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such untrue statement or omission, and make available copies of such supplement
or amendment to the Investor. The Company shall also promptly notify the
Investor (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when the Registration Statement or any
post-effective amendment has become effective; (ii) of any request by the SEC
for amendments or supplements to the Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration Statement is stale as a result of the
Company’s failure to timely file its financials or otherwise. If a Registration
Default occurs during the period commencing on the Put Notice Date and ending on
the Closing Date, the Company acknowledges that its failure to cure such a
Registration Default within ten (10) business days will cause the Investor to
suffer damages in an amount that will be difficult to ascertain.

          (f)      The
Company shall use all commercially reasonable efforts to prevent the issuance of
any stop order or other suspension of effectiveness of the Registration
Statement, or the suspension of the 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 moment and to notify the Investor holding Registrable Securities being
sold of the issuance of such order and the resolution thereof or its receipt of
actual notice of the initiation or threat of any proceeding concerning the
effectiveness of the Registration Statement.

          (g)      The
Company shall permit the Investor and one (1) legal counsel, designated by the
Investor, to review and comment upon the Registration Statement and all
amendments and supplements thereto at least one (1) calendar day prior to their
filing with the SEC. However, any postponement of a filing of a Registration
Statement or any postponement of a request for acceleration or any postponement
of the effective date or effectiveness of a Registration Statement by written
request of the Investor (collectively, the "Investor's Delay") shall not
act to trigger any penalty of any kind, or any cash amount due or any in-kind
amount due the Investor from the Company under any and all agreements of any
nature or kind between the Company and the Investor. The event(s) of an
Investor's Delay shall act to suspend all obligations of any kind or nature of
the Company under any and all agreements of any nature or kind between the
Company and the Investor.

          (h)     
Intentionally Omitted. 

Signature Page to Registration Rights Agreement

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          (i)      The
Company shall hold in confidence and not make any disclosure of information
concerning the Investor 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, (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, (iv) such information has been made
generally available to the public other than by disclosure in violation of this
Agreement or any other agreement, or (v) the Investor has consented to such
disclosure. 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 covering such information.

          (j)      The
Company shall use all commercially reasonable efforts to maintain designation
and quotation of all the Registrable Securities covered by any Registration
Statement on the Principal Market. The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section 3(j).

          (k)      Intentionally
Omitted. 

          (l)      The
Company shall provide a transfer agent for all the Registrable Securities not
later than the effective date of the first Registration Statement filed pursuant
hereto.

          (m)      If
requested by the Investor, the Company shall (i) as soon as reasonably practical
incorporate in a prospectus supplement or post-effective amendment such
information as the Investor reasonably determines should be included therein
relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to 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 as soon as reasonably possible
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 if reasonably requested by the Investor.

          (n)      The
Company shall use all commercially reasonable efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to facilitate the disposition of such Registrable Securities.

          (o)      The
Company shall otherwise use all commercially reasonable 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 the Registration Statement which includes Registrable
Securities is declared effective by the SEC, the Company shall deliver to the
transfer agent for such Registrable Securities, with copies to the Investor, a
written notification that such Registration Statement has been declared
effective by the SEC.

Signature Page to Registration Rights Agreement


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Section
4.      OBLIGATIONS OF THE
INVESTOR.

          (a)     
At least five (5) calendar days prior to the first anticipated filing
date of the Registration Statement the Company shall notify the Investor in
writing of the information the Company requires from the Investor for the
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 and the Investor agrees to furnish to the Company
that information regarding itself, the Registrable Securities and the intended
method of disposition of the Registrable Securities as shall reasonably be
required to effect the registration of the resale of such Registrable Securities
and the Investor shall execute such documents in connection with such
registration as the Company may reasonably request. The Investor covenants and
agrees that, in connection with any sale of Registrable Securities by it
pursuant to the Registration Statement, it shall comply with the “Plan of
Distribution” section of the then current prospectus relating to such
Registration Statement.

          (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 any Registration Statement
hereunder.

          (c)      The
Investor agrees that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section
3(f) or the first sentence of Section 3(e),
the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering the resale of such
Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section
3(f) or the first sentence of Section 3(e).

Section
5.      EXPENSES OF
REGISTRATION.

          All
reasonable expenses, other than underwriting discounts and commissions and other
than as set forth in the Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to Section 2 and Section 3, including, without
limitation, all registration, listing and qualifications fees, printing and
accounting fees, and fees and disbursements of counsel for the Company shall be
paid by the Company.

Section
6.      INDEMNIFICATION.

          In
the event any Registrable Securities are included in the Registration Statement
under this Agreement:

Signature Page to Registration Rights Agreement

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          (a)      To
the fullest extent permitted by law, the Company, under this Agreement, will,
and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, counsel, agents, representatives of,
and each Person, if any, who controls, the Investor within the meaning of the
1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, 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 indemnified 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 the 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 the Investor has requested in
writing that the Company register or qualify the Shares (“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, in
light of the circumstances under which the statements therein were made, not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus for the offer of the Registrable
Securities (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) 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, or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable Securities pursuant to the Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 6(c) the Company shall reimburse each
Indemnified Person, promptly as such expenses are incurred and are due and
payable, for any reasonable 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
arising out of or based upon a Violation which is due to the inclusion in the
Registration Statement of the information furnished to the Company by any
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (ii)
shall not be available to the extent such Claim is based on (A) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by
the Company; (B) the Indemnified Person’s use of an incorrect prospectus despite
being promptly advised in advance by the Company in writing not to use such
incorrect prospectus; (C) the manner of sale of the Registrable Securities by
the Investor or of the Investor’s failure to register as a dealer under
applicable securities laws; (D) any omission of the Investor to notify the
Company of any material fact that should be stated in the Registration Statement
or prospectus relating to the Investor or the manner of sale; and (E) any
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. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement; and (iii) shall not be available to the
extent the Claim arises out of the gross negligence or willful misconduct of the
Indemnified Person.

          (b)     
In connection with any Registration Statement in which the Investor is
participating, the Investor agrees to severally and 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, officers, employees,
counsel, agents and representatives and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified Party”), against any Claim or Indemnified Damages to which
any of them may become subject, under the 1933 Act, the 1934 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 is due to (i) the inclusion in the Registration Statement of the
written information furnished to the Company by the Investor expressly for use
in connection with such Registration Statement; (ii) a failure of the Investor
to deliver or to cause to be delivered the prospectus made available by the
Company or the Investor’s use of an incorrect prospectus despite being timely advised by the
Company in writing not to use such incorrect prospectus; (iii) the Investor’s
failure to register as a dealer under applicable securities laws; (iv) the
Investor’s gross negligence or willful misconduct; or (v) any omission of the
Investor to notify the Company of any material fact that should be stated in the
Registration Statement or prospectus relating to the Investor or the manner of
sale; and, subject to Section 6(c), the
Investor will reimburse any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Claim; provided, however,
that 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. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the resale of
the Registrable Securities by the Investor pursuant to the Registration
Statement.

Signature Page to Registration Rights Agreement

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          (c)     
Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party 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 Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party, as the case may be,
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the Indemnified Person or Indemnified Party, the representation by
counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. The indemnifying party shall pay
for only one (1) separate legal counsel for the Indemnified Persons or the
Indemnified Parties, as applicable, and such counsel shall be selected by the
Investor, if the Investor is entitled to indemnification hereunder, or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The Indemnified Party or Indemnified Person shall cooperate fully 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 Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully 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 affected without its written consent; provided,
however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, 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
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person 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 Indemnified Person or Indemnified
Party under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such
action.

Signature Page to Registration Rights Agreement

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

Section
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, that: (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; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any seller 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 net amount of proceeds
received by such seller from the sale of such Registrable Securities.

Section
8.      REPORTS UNDER THE 1934
ACT.

          With a
view to making available to the Investor the benefits of Rule 144 promulgated
under the 1933 Act or any other similar 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 (“Rule 144”), provided that the Investor holds any
Registrable Securities which are eligible for resale under Rule 144 and such
information is necessary in order for the Investor to sell such Securities
pursuant to Rule 144, the Company agrees to:

          (a)      make
and keep public information available, as those terms are understood and defined
in Rule 144;

          (b)      file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements (it being understood that nothing herein shall
limit the Company’s obligations under Section 5(c) of the Investment Agreement)
and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and

          (c)     
furnish to the Investor, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the 1933 Act and the 1934 Act applicable to the Company, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities pursuant to
Rule 144 without registration.

Section
9.      NO ASSIGNMENT OF
REGISTRATION RIGHTS.

          This
Agreement and the rights, agreements or obligations hereunder may not be
assigned, by operation of law, merger or otherwise, and without the prior
written consent of the other party hereto, and any purported assignment by a
party without prior written consent of the 

other party will be null and void and not binding on such other
party. Subject to the preceding sentence, all of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the parties
and their respective successors and assigns. 

Signature Page to Registration Rights Agreement

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Section
10.      AMENDMENT OF REGISTRATION
RIGHTS.

          The
provisions of this Agreement may be amended only with the written consent of the
Company and the Investor.

Section
11.     
MISCELLANEOUS.

          (a)     
Any notices or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile or email with the signed document attached in PDF format
(provided a confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one (1) day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:

If to the Company:

MPHASE TECHNOLOGIES, INC.

If to the Investor:
Dutchess
Opportunity Fund, II, LP
50 Commonwealth Ave, Suite 2
Boston, MA
02116
Telephone: (617) 301-4700 


          Each
party shall provide five (5) business days prior notice to the other party of
any change in address, phone number, facsimile number ore-mail address.

          (b)     
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.

          (c)      This
Agreement and the Investment Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein.

          (d)      This
Agreement and the Investment Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

Signature Page to Registration Rights Agreement


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          (e)     
The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. Whenever required by
the context of this Agreement, the singular shall include the plural and
masculine shall include the feminine. This Agreement shall not be construed as
if it had been prepared by one of the parties, but rather as if all the parties
had prepared the same.

          (f)     
This Agreement may be executed in two or more identical counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission or by e-mail
delivery of a PDF format of a copy of this Agreement bearing the signature of
the party so delivering this Agreement.

          (g)      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 the 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.

          (h)      In
case any provision of this Agreement is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.

Section 12.     DISPUTES
SUBJECT TO ARBITRATION GOVERNED BY DELAWARE LAW.

          All
disputes arising under this agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
principles of conflict of laws. The parties to this agreement will submit all
disputes arising under this agreement to arbitration in Boston, Massachusetts
before a single arbitrator of the American Arbitration Association
(“AAA”). The arbitrator shall be selected by application of the rules of
the AAA, or by mutual agreement of the parties, except that such arbitrator
shall be an attorney admitted to practice law in the Commonwealth of
Massachusetts. No party to this agreement will challenge the jurisdiction or
venue provisions as provided in this section. Nothing contained herein shall
prevent the party from obtaining an injunction.

*.*.* 

Signature Page to Registration Rights Agreement

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Signature Page to Registration Rights Agreement


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