EX-10.2






REGISTRATION RIGHTS AGREEMENT




This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 3,
2007, by and among Clearant, Inc., a Delaware corporation (the “Company”), and the investors
signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).



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



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



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



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



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



“Commission” means the Securities and Exchange Commission.



“Common Stock” means the common stock of the Company, par value $0.0001 per share.



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



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



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



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



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



“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of
Shares.



“Indemnified Party” shall have the meaning set forth in Section 5(c).



“Indemnifying Party” shall have the meaning set forth in Section 5(c).



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



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



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



“Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Shares 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.



“Registration Statement” means each registration statement which is required to register the
resale of the Shares, and including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and
all material incorporated by reference or deemed to be incorporated by reference in such
registration statement.



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



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



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



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



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



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



“Trading Market” means the OTC Bulletin Board or other quotation service or securities
exchange on which the Common Stock is quoted or traded.



2. Registration.



(a) The Company shall use its best efforts to prepare and file with the Commission one or more
Registration Statements, covering the resale for an offering to be made on a continuous basis
pursuant to Rule 415, (i) of the proportionate number of Shares of all Purchasers equal to 29% of
the Company’s then outstanding shares of Common Stock, on or prior to the Filing Date, and (ii) for
the maximum permissible number of remaining Shares the Company reasonably determines may be so
registered at such time, as soon as practicable from time to time during the Effectiveness Period.
Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to
register for resale the Shares on Form S-3, in which case such registration shall be on Form SB-2,
or other applicable form in accordance with the Securities Act) and shall contain (except if
otherwise required pursuant to written comments received from the Commission upon a review of such
Registration Statement) the “Plan of Distribution” attached hereto as Annex A.



(b) The Company shall use its reasonable best efforts to cause the Registration Statement to
be declared effective by the Commission as soon as practicable (including filing with the
Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated
under the Securities Act within five (5) Business Days after the date that the Company is notified
(orally or in writing, whichever is earlier) by the Commission that a Registration Statement will
not be reviewed, or not be subject to further review and the effectiveness of the Registration
Statement may be accelerated) and shall use its reasonable best efforts to keep the Registration
Statement continuously effective under the Securities Act until the earlier of the date that all
Shares covered by the Registration Statement have been sold or may be sold by non-affiliates
without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Holders (the “Effectiveness Period”). In the event of a stock
split, stock dividend or similar transaction with respect to the Shares, such Registration
Statement shall also cover, to the extent allowable under the Securities Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of additional shares of
Common Stock resulting therefrom. It is agreed and understood that the Company shall, from time to
time, be obligated to file an additional Registration Statement to cover any Shares which are not
registered for resale pursuant to a pre-existing Registration Statement.



3. Registration Procedures



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



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



(b) Notify the Holders as promptly as reasonably possible (and, in the case of (i) below, not
less than three Business Days prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Business Day thereafter of any of the following events:
(i) a Prospectus or any Prospectus supplement or post-effective amendment to a Registration
Statement is proposed to be filed; (ii) the Commission notifies the Company whether there will be a
“review” of any Registration Statement; (iii) the Commission comments in writing on any
Registration Statement (in which case the Company shall provide true and complete copies thereof
and all written responses thereto to each of the Holders that pertain to the Holders as a Selling
Stockholder or to the Plan of Distribution, but not information which the Company believes would
constitute material and non-public information); (iii) any Registration Statement or any
post-effective amendment has been declared effective; (iv) any request by the Commission or any
other Federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the Holders as Selling
Stockholders or the Plan of Distribution; (v) the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement covering any or all of the Shares or the
initiation of any Proceedings for that purpose; (vi) the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (vii) the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any statement
made in such Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any revisions to
such Registration Statement, Prospectus or other documents so that, in the case of such
Registration Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, form of prospectus or
supplement thereto, in light of the circumstances under which they were made), not misleading.



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



(d) If requested by a Holder, furnish to such Holder, without charge, at least one conformed
copy of each Registration Statement and each amendment thereto and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that the Company shall
have no obligation to provide any document pursuant to this clause that is available on the EDGAR
system.



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



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



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



(h) Following the occurrence of any event contemplated by Section 3(b)(vii), as promptly as
reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to
the affected Registration Statements or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus, form of
prospectus or supplement thereto, in light of the circumstances under which they were made), not
misleading.



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



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



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



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



5. Indemnification.



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



(b) Indemnification by Holders. Each Holder shall, notwithstanding any termination of
this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents
or employees of such controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue
statement of a material fact contained in any Registration Statement, any Prospectus, or any form
of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely
upon any omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading to the extent, but only to
the extent that, (A) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of
distribution of Shares and was reviewed and expressly approved in writing by such Holder expressly
for use in the Registration Statement (it being understood that the Holder has approved Annex A
hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (B) in the case of an occurrence of an event of the type specified in
Section 3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of an Advice (as defined in Section 6(c) below) or an amended or
supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or
the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would
have been corrected; provided, however, that the indemnity agreement contained in this Section 5(b)
shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. In no
event shall the liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the Shares giving rise to such
indemnification obligation.



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



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



All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner
not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within
twenty Business Days of written notice thereof to the Indemnifying Party (regardless of whether it
is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified
Party is not entitled to indemnification hereunder).



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



The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually
received by such Holder from the sale of the Shares subject to the Proceeding exceeds the amount of
any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.



The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties and are not in
dimunition or limitation of the indemnification provisions under the Purchase Agreement.



6. Miscellaneous



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



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



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



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



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



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



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



	 	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	If to the Company:

	 	 
	 	Clearant, Inc.
	 
	 	 	 	 
	 

	 	 
	 	11111 Santa Monica Boulevard, Suite 650
	 
	 	 	 	 
	 

	 	 
	 	Los Angeles, California 90025
	 
	 	 	 	 
	 

	 	 
	 	Facsimile: (310) 479-2959
	 
	 	 	 	 
	 

	 	 
	 	Attn: Jon Garfield
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	With a copy to:

	 	 
	 	Dreier Stein & Kahan LLP
	 
	 	 	 	 
	 

	 	 
	 	The Water Garden
	 
	 	 	 	 
	
 
	 	 	 	1620 26th Street, Sixth Floor, North Tower
	 
	 	 	 	 
	 

	 	 
	 	Santa Monica, California 90404
	 
	 	 	 	 
	 

	 	 
	 	Facsimile: (424) 202-6250
	 
	 	 	 	 
	 

	 	 
	 	Attn: John C. Kirkland, Esq.
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	If to a Purchaser:

	 	 
	 	To the address set forth under such

Purchaser’s name on the signature pages

hereto.
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	If to any other Person

who is then the

registered Holder:

	 	 
	 	To the address of such Holder as it

appears in the stock transfer books of

the Company or such other address as may

be designated in writing hereafter, in

the same manner, by such Person.






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



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



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



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



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



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



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



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




CLEARANT, INC.




By: 

Name:

Title:




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




SIGNATURE PAGES OF INVESTORS TO FOLLOW]






1






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



NAME OF INVESTING ENTITY



AUTHORIZED SIGNATORY



By:

Name:

Title:




ADDRESS FOR NOTICE



c/o:



Street:



City/State/Zip:



Attention:



Tel:



Fax:



Email:



2



ANNEX A




Plan of Distribution




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



	 	 	 	 	 	 	 
	 

	 	•
	 	 
	 	ordinary brokerage transactions and transactions in

which the broker-dealer solicits purchasers;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	block trades in which the broker-dealer will attempt

to sell the shares as agent but may position and

resell a portion of the block as principal to

facilitate the transaction;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	purchases by a broker-dealer as principal and resale

by the broker-dealer for its account;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	an exchange distribution in accordance with the rules

of the applicable exchange;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	privately negotiated transactions;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	short sales;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	broker-dealers may agree with the selling

stockholders to sell a specified number of such

shares at a stipulated price per share;
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	a combination of any such methods of sale; and
	 
	 	 	 	 	 	 
	 

	 	•
	 	 
	 	any other method permitted pursuant to applicable law.






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



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



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



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



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



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



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



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



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




3