New Media Insight Group, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






REGISTRATION RIGHTS AGREEMENT

New Media Insight Group, Inc.: Exhibit 3.1 - Filed by
newsfilecorp.comThis REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”),
dated as of December 10, 2014 (the “ Execution Date ”), is entered into
by and between New Media Insight Group, Inc., a Nevada corporation with its
principal executive office at 28202 N. 58th Street, Cave Creek, AZ 85331 (the “
Company ”), and Premier Venture Partners, LLC, a California limited
liability company (the “ Investor ”), with its principal executive
officers at 4221 Wilshire Blvd., Suite 355, Los Angeles, CA 90010. 

RECITALS

     A.      Pursuant
to the Equity Purchase Agreement entered into by and between the Company and the
Investor of this even date (the “Equity Purchase Agreement”), the Company
has agreed to issue and sell to the Investor an indeterminate number of shares
of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), up to an aggregate purchase price of Two Million Dollars
(2,000,000);

     B.      As
an inducement to the Investors to execute and deliver the Equity Purchase
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 Equity Purchase Agreement. 

     C.      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

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

“Execution Date” shall have the meaning set forth in the
preambles. 

“Investor” shall have the meaning set forth in the
preambles. 

“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. 

“Potential Material Event” means any of the following:
(i) the possession by the Company of material information not ripe for
disclosure in the Registration Statement, which shall be evidenced by
determinations in good faith by the Board of Directors of the Company that
disclosure of such information in the Registration Statement would be
detrimental to the business and affairs of the Company, or (ii) any material
engagement or activity by the Company which would, in the good faith determination of the Board of
Directors of the Company, be adversely affected by disclosure in the
Registration Statement at such time, which determination shall be accompanied by
a good faith determination by the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion of
such information.

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“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 Equity Purchase Agreement except for
the Additional Commitment Shares, and (ii) 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. 

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

“Transaction Documents” shall mean this Agreement and
the Equity Purchase Agreement between the Company and the Investor as of the
date hereof, and any other agreements between the Company and the Investor
executed in conjunction with this transaction All capitalized terms used in this
Agreement and not otherwise defined herein shall have the same meaning ascribed
to them as in the Equity Purchase Agreement. 

SECTION 2 
REGISTRATION


     2.1      The
Company shall use all commercially reasonable efforts to, within thirty (30)
days of the date of this Agreement, file with the SEC a 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 by the Investor of Registrable Securities in
an amount not less than 2,000,000 shares of Common Stock (the “Registration
Amount”), 71,429 of which shares of Common Stock shall be registered
as Initial Commitment Shares, and the balance of which shares of Common Stock
shall be registered as the 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 may reduce the Registration Amount to the
extent that the SEC requires such amount of the Registration to be reduced as a
condition of effectiveness, however not to an amount that is less than 250% of
the Initial Commitment Shares. 

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     2.2      The
Company shall use all commercially reasonable efforts to have the Registration
Statement(s) declared effective by the SEC. 

     2.3      The
Company agrees not to include any other securities in the Registration Statement
covering the Registrable Securities without Investor’s prior written consent
which 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. 

     2.4      Notwithstanding
the registration obligations set forth in this Section 2.1, if the staff of the
SEC (the “Staff”) or the SEC informs the Company that all of the
unregistered Registrable Securities cannot, as a result of the application of
Rule 415, be registered for resale as a secondary offering on a single
Registration Statement, the Company agrees to promptly (i) inform Investor of
such fact and use its commercially reasonable efforts to file amendments to the
Registration Statement as required by the SEC and/or (ii) withdraw the
Registration Statement and file a new registration statement (the “New
Registration Statement”), in either case covering the maximum number of
Registrable Securities permitted to be registered by the SEC, on Form S-1 to
register for resale the Registrable Securities as a secondary offering. If the
Company amends the Registration Statement or files a New Registration Statement,
as the case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by
the Staff or SEC, one or more registration statements on Form S-1 to register
for resale those Registrable Securities that were not registered for resale on
the Registration Statement, as amended, or the New Registration Statement (each,
an “Additional Registration Statement”). Additionally, the Company shall
have the ability to file one or more New Registration Statements to cover the
Registrable Securities once the Shares under the initial Registration Statement
referenced in Section 2.1 have been sold. 

     2.5      The
initial number of Registrable Securities included in any Registration Statement
and any increase in the number of Registrable Securities included therein shall
be allocated pro rata among the Investors based on the number of Registrable
Securities held by each Investor at the time such Registration Statement
covering such initial number of Registrable Securities or increase thereof is
declared effective by the SEC. In the event that an Investor sells or otherwise
transfers any of such Investor’s Registrable Securities, each transferee or
assignee (as the case may be) that becomes an Investor shall be allocated a pro
rata portion of the then-remaining number of Registrable Securities included in
such Registration Statement for such transferor or assignee (as the case may
be). Any shares of Common Stock included in a Registration Statement and which
remain allocated to any Person which ceases to hold any Registrable Securities
covered by such Registration Statement shall be allocated to the remaining
Investors, pro rata, based on the number of Registrable Securities then held by
such Investors which are covered by such Registration Statement. 

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, the Company will affect the registration of the Registrable Securities in accordance with the intended method of
disposition thereof and, with respect thereto, the Company shall have the
following obligations:

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     3.1      The
Company shall use all commercially reasonable efforts to cause such Registration
Statement relating to the Registrable Securities to become effective and shall
keep such Registration Statement effective until the date on which all the
Registrable Securities actually issued, or that the Company has an obligation to
issue under the Equity Purchase Agreement, are available to be sold without
restriction under Rule 144 of the 1933 Act (or other similar exemption) (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 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. 

     3.2      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 thirty (30) 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 thirty (30) 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. 

     3.3      The
Company shall make available to the Investor whose Registrable Securities are
included in any Registration Statement and its legal counsel without charge (i)
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; (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; and (iii) such other documents,
including copies of any preliminary or final prospectus, as the Investor may
reasonably request from time to time to facilitate the disposition of the
Registrable Securities.

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     3.4      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 (A) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3.4, or (B) 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. 

     3.5      As
promptly as practicable after becoming aware of such event, the Company shall
notify 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 (the Company will prepare
notification of such effectiveness which shall be delivered to the Investor on
the same day of such effectiveness and by overnight mail), additionally, the
Company will promptly provide to the Investor, a copy of the effectiveness order
prepared by the SEC once it is received by the Company; (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

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     3.6      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. 

     3.7      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. 

     3.8      At
the request of the Investor, the Company’s counsel shall furnish to the Investor
an opinion letter confirming the effectiveness of the registration statement.
Such opinion letter shall be issued as of the date of the effectiveness of the
registration statement and be in a form reasonably acceptable to the Investor.


     3.9      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, or (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement. 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. 

     3.10     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. If, despite the Company’s commercially
reasonable efforts, the Company is unsuccessful in satisfying the preceding
sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities
covered by any Registration Statement to be listed on each other national
securities exchange and automated quotation system, if any, on which securities
of the same class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under the rules of
such exchange or system. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3.10.

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     3.11     The
Company shall cooperate with the Investor to facilitate electronic delivery of
the Registrable Securities or if requested by the Investor, the preparation of
certificates to be offered pursuant to the Registration Statement and enable
such certificates to be in such denominations or amounts, as the case may be, as
the Investor may reasonably request and after any sales of such Registrable
Securities by the Investor, such certificates not bearing any restrictive
legend). 

     3.12     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. 

     3.13     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. 

     3.14     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. 

     3.15     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. 

     3.16     Within
two (2) 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,
confirmation that such Registration Statement has been declared effective by the
SEC. 

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

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SECTION 4 
OBLIGATIONS OF THE INVESTOR

     4.1      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 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. 

     4.2      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, unless the
Investor has notified the Company in writing of an election to exclude all of
the Investor’s Registrable Securities from such Registration Statement.


     4.3     
The Investor agrees that, upon receipt of written notice from the Company of the
happening of any event of the kind described in Section 3.6 or the first
sentence of 3.5, the Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such
Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.6 or the first
sentence of 3.5. 

     4.4      The
Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it in connection with sales of
Registrable Securities pursuant to a Registration Statement. 

SECTION 5 
EXPENSES OF REGISTRATION


     All legal expenses, other than
underwriting discounts and commissions and other than as set forth in the Equity
Purchase Agreement, incurred in connection with registrations including
comments, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, and
printing fees shall be paid by the Company. 

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SECTION 6 
INDEMNIFICATION


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

     6.1      To
the fullest extent permitted by law, the Company, under this Agreement, will,
and hereby does, indemnify, hold harmless and defend the Investor who holds
Registrable Securities, the directors, officers, partners, employees, counsel,
agents, representatives of, and each Person, if any, who controls, any 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 (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 6.3 the
Company shall reimburse the Investor and each such controlling 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 6.1: (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 or (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; (iii) any claims based on 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; (iv) 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 (v)
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. 

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     6.2     
In connection with any Registration Statement in which 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 6.1, the Company, each of its directors, each of its officers who
signs the Registration Statement, each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act and the Company’s agents
(collectively and together with an Indemnified Person, 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
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; and, subject to Section 6.3, 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 6.2 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;
provided, further, however, that the Investor shall only be liable under this
Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration Statement.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.2 with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the preliminary prospectus
were corrected on a timely basis in the prospectus, as then amended or
supplemented. This indemnification provision shall apply separately to each
Investor and liability hereunder shall not be joint and several. 

     6.3      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
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.

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     6.4      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


     7.1      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.
Notwithstanding the provisions of this Section, no Investor shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
net proceeds actually received by such Investor from the applicable sale of the
Registrable Securities subject to the claim exceeds the amount of any damages
that such Investor has otherwise been required to pay, or would otherwise be
required to pay under Section 6.2, by reason of such untrue or alleged untrue
statement or omission or alleged omission. 

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SECTION 8 
REPORTS UNDER THE 1934 ACT


     8.1      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 are eligible for resale under 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 Equity Purchase
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, (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 
MISCELLANEOUS


     9.1     
Notices. Any notices or other communications required or permitted to be
given under the terms of this Agreement that must be in writing will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by electronic mail (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: 

New Media Insight Group, Inc.
Attn: Michael Palethorpe

28202 N. 58th Street
Cave Creek, AZ 85331 

If to the Investor: 

Premier Venture Partners, LLC
4221 Wilshire Blvd., Suite
355
Los Angeles, CA 90010
Fax: (323) 315-2273

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Each party shall provide five (5) days prior written notice to
the other party of any change in address or facsimile number. 

     9.2      No
Waivers. 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. 

     9.3      No
Assignments. The rights and obligations under this Agreement shall not be
assignable. 

     9.4     
Entire Agreement/Amendment. This Agreement and the Transaction Documents
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. This Agreement and the Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof. The provisions of this Agreement may be
amended only with the written consent of the Company and Investor. 

     9.5      Headings.
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. 

     9.6      Counterparts.
This Agreement may be executed in any number of counterparts and by the
different signatories hereto on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument. This Agreement may be executed by
facsimile transmission, PDF, electronic signature or other similar electronic
means with the same force and effect as if such signature page were an original
thereof. 

     9.7      Further
assurances. 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. 

     9.8     
Severability. 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. 

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     9.9      Law
governing this agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of California without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of California or in the federal courts located
in Los Angeles County, California. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens. The parties
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Documents by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law. 

     9.10     No
third party beneficiaries. This Agreement is intended for the benefit of the
parties hereto and is not for the benefit of, nor may any provision hereof be
enforced by, any other person, except that the Company acknowledges that the
rights of the Investor may be enforced by its general partner. 

(Signature page immediately follows)


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     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed by their respective authorized representatives as of the Execution Date.

	“COMPANY”:	“INVESTOR”:
	 	 
	New Media Insight Group, Inc.,	Premier Venture Partners, LLC,
	a Nevada corporation	a California limited liability company
	 	 
	By: /s/ Michael Palethorpe	By: /s/ Jeffrey Maller
	 	 
	Name: Michael Palethorpe	Name: Jeffrey Maller
	 	 
	Title: CEO	Title: Manager


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