Exhibit 10.47.2


    
      

    

     

    Exhibit
      10.47.2

     

    


    Registration
      Rights Agreement

     

    This
      Registration Rights Agreement (the “Agreement”)
      is made as of the date set forth below between Smart Online, Inc., a Delaware
      corporation (the “Company”),
      and Canaccord Adams Inc. (the “Holder”).

     

    RECITALS

     

    WHEREAS,
      in connection with the closing of a private placement (the “Private
      Placement”)
      with certain investors (the “Investors”),
      the Company has issued a warrant (the “Warrant”)
      for shares of its common stock (the “Shares”)
      to Holder as consideration for its services as the placement agent in such
      private placement; and

     

    WHEREAS,
      the execution and delivery of this Agreement by the Company is a condition
      to
      issuance of the Warrant.

     

    NOW,
      THEREFORE, the parties hereto agree as follows: 

     

    1.    Registration
      Procedures and Expenses.
      The Company has entered into registration rights agreements with each Investor
      pursuant to which it has covenanted to prepare and file with the Securities
      and
      Exchange Commission (“SEC”)
      a registration statement on Form S-1 (the “Registration Statement”) to enable
      the resale of the shares held by the Investors from time to time. The Company
      shall: 

     

    (a)    subject
      to receipt of necessary information from the Holder, include the Shares issuable
      upon exercise of the Warrant by the Holder on the Registration Statement,
      enabling the Holder to resell the Shares from time to time;

     

    (b)    use
      its best efforts, subject to receipt of necessary information from the Holder
      and the Investors, to cause the Registration Statement to become effective
      as
      soon as practicable;

     

    (c)    use
      its commercially reasonable best efforts to prepare and file with the SEC such
      amendments and supplements to the Registration Statement and the Prospectus
      as
      may be necessary to keep the Registration Statement current and effective for
      a
      period ending on the earlier of (i) the date as all of the Holder’s Shares shall
      have been sold, (ii) the date on which the Holder may sell Shares pursuant
      to
      paragraph (k) of Rule 144 under the Securities Act or any successor rule
      (“Rule
      144”)
      or (iii) such time as all Shares issuable upon exercise of the Warrant such
      Holder have been sold pursuant to a registration statement or Rule 144, and
      to
      notify the Holder promptly upon the Registration Statement and each
      post-effective amendment thereto, being declared effective by the SEC;


     

    (d)    furnish
      to the Holder such number of copies (in paper or electronic version) of the
      Registration Statement and
      the Prospectus (including
      supplemental prospectuses), as the Holder may reasonably request, in order
      to
      facilitate the public sale or other disposition of all or any of the Shares
      by
      the Holder; 

     

    (e)    file
      documents required of the Company for normal blue sky clearance in states
      specified in writing by the Holder; provided, however, that the Company shall
      not be required to qualify to do business or consent to service of process
      in
      any jurisdiction in which it is not now so qualified or has not so consented;
      

     

    
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    (f)    bear
      all expenses (other than underwriting discounts and commissions, if any) in
      connection with the procedures in paragraph (a) through (e) of this Section
      1
      and the registration of the Shares pursuant to the Registration Statement;
      

     

    (g)    advise
      the Holder, promptly after it shall receive notice or obtain knowledge of the
      issuance of any stop order by the SEC delaying or suspending the effectiveness
      of the Registration Statement or of the initiation of any proceeding for that
      purpose; and it will promptly use its commercially reasonable efforts to prevent
      the issuance of any stop order or to obtain its withdrawal at the earliest
      possible moment if such stop order should be issued; and

     

    (h)    with
      a view to making available to the Holder the benefits of Rule 144 or other
      rule
      that may permit the Holder to sell Shares without registration, the Company
      agrees to use its commercially reasonable efforts to: (i) make and keep public
      information available, as those terms are understood and defined in Rule 144,
      until the earlier of (A) such date as all of the Holder’s Shares may be resold
      pursuant to Rule 144(k) or (B) such date as all of the Holder’s Shares shall
      have been sold; (ii) file with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and under the
      Exchange Act; and (iii) furnish to the Holder upon request a written statement
      that the Company has complied with the reporting requirements of the Securities
      Act and the Exchange Act, a copy (in paper or electronic version) of the
      Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form
      10-Q, and (C) such other information as may be reasonably requested that permits
      the selling of any such Shares without registration.

     

    It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section 1 that the Holder shall furnish to the Company
      such information and representations regarding the holder, the Shares to be
      sold
      by the Holder, and the intended method of disposition of such securities as
      shall be required to effect the registration of the Shares and/or sale under
      Rule 144.

     

    The
      Company understands that the Holder disclaims being an underwriter, but
      acknowledges that a determination by the SEC that the Holder is deemed an
      underwriter shall not relieve the Company of any obligations it has
      hereunder.

     

    2.    Transfer
      of Shares After Registration; Suspension. 

     

    (a)    The
      Holder agrees that it will not effect any disposition or other transfer of
      the
      Shares or its right to purchase the Shares that would constitute a sale within
      the meaning of the Securities Act other than transactions exempt from the
      registration requirements of the Securities Act, as contemplated in the
      Registration Statement and as described below, and that it will promptly notify
      the Company of any material changes in the information set forth in the
      Registration Statement regarding the Holder or its plan of distribution.


     

    (b)    Except
      in the event that paragraph (c) below applies, the Company shall: (i) if deemed
      necessary by the Company, prepare and file from time to time with the SEC a
      post-effective amendment to the Registration Statement or a supplement to the
      related Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that such
      Registration Statement will not 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 not misleading, and so that, as thereafter delivered
      to purchasers of the Shares being sold thereunder, such Prospectus will not
      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
      light of the circumstances under which they were made, not misleading; (ii)
      provide the Holder with either copies of any documents filed pursuant to Section
      2(b)(i) or access to such documents electronically; and (iii) upon request,
      inform each Holder who so requests that the Company has complied with its
      obligations in Section 2(b)(i) (or that, if the Company has filed a
      post-effective amendment to the Registration Statement which has not yet been
      declared effective, the Company will notify the Holder to that effect, will
      use
      its best efforts to secure the effectiveness of such post-effective amendment
      as
      promptly as possible and will promptly notify the Holder pursuant to Section
      2(b)(i) hereof when the amendment has become effective).

     

    
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    (c)    Subject
      to paragraph (d) below, in the event: (i) of any request by the SEC or any
      other
      federal or state governmental authority during the period of effectiveness
      of
      the Registration Statement for amendments or supplements to the Registration
      Statement or related Prospectus or for additional information; (ii) of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of the Registration Statement or the
      initiation of any proceedings for that purpose; (iii) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Shares for sale in any
      jurisdiction or the initiation of any proceeding for such purpose; or (iv)
      of
      any event or circumstance which necessitates the making of any material changes
      in the Registration Statement or Prospectus, or any document incorporated or
      deemed to be incorporated therein by reference, so that, in the case of the
      Registration Statement, it will 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 not misleading, and that in the case of the
      Prospectus, it will not contain any untrue statement of a material fact or
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; then the Company shall promptly deliver a certificate
      in
      writing or electronically to the Holder (the “Suspension
      Notice”)
      to the effect of the foregoing and, upon receipt of such Suspension Notice,
      the
      Holder will refrain from selling any Shares pursuant to the Registration
      Statement (a “Suspension”)
      until the Holder is advised in writing by the Company that the current
      Prospectus may be used, and has received copies of any additional or
      supplemental filings that are incorporated or deemed incorporated by reference
      in any such Prospectus. Notwithstanding the foregoing, the right of the Company
      to implement a Suspension shall be limited to two such Suspensions in any
      twelve-month period, each of which may not exceed 45 days. In the event of
      any
      Suspension, the Company will use its reasonable best efforts to cause the use
      of
      the Prospectus so suspended to be resumed as soon as reasonably practicable
      after delivery of a Suspension Notice to the Holder. In addition to and without
      limiting any other remedies (including, without limitation, at law or at equity)
      available to the Holder, the Holder shall be entitled to specific performance
      in
      the event that the Company fails to comply with the provisions of this Section
      2(c). The Holder covenants that from the date hereof it will maintain in
      confidence the receipt and content of any Suspension Notice provided in
      accordance with this paragraph (c) in accordance with and subject to Section
      4.6
      of Annex I to the Securities Purchase Agreement.

     

    (d)    If
      a Suspension is not then in effect, the Holder may sell Shares under the
      Registration Statement, provided that it complies with any applicable prospectus
      delivery requirements. Upon receipt of a request therefor, the Company will
      provide an adequate number of current Prospectuses to the Holder and to any
      other parties requiring such Prospectuses. 

     

    (e)    The
      Company agrees that it shall, upon the Registration Statement being declared
      effective, deliver to its transfer agent an opinion letter of counsel, opining
      that the transfer agent shall issue certificates representing such Shares
      without restrictive legend, provided that the Shares are to be sold pursuant
      to
      the Prospectus contained in the Registration Statement and that at the time
      of
      any sale of the Shares there is no stop order in place regarding the
      Registration Statement. Upon receipt of such opinion, the Company shall cause
      the transfer agent to confirm, for the benefit of the Holder, that no further
      opinion of counsel is required at the time of transfer in order to issue such
      Shares without restrictive legend.

     

    
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    The
      Company shall cause
      its transfer agent to issue
      a certificate without any restrictive legend to a purchaser of any Shares from
      the Holder at Holder’s expense and upon request of the Holder, if (a) the sale
      of such Shares is registered under the Registration Statement (including
      registration pursuant to Rule 415 under the Securities Act); (b) the holder
      has
      provided the Company with an opinion of counsel, in form, substance and scope
      customary for opinions of counsel in comparable transactions, to the effect
      that
      a public sale or transfer of such Shares may be made without registration under
      the Securities Act; or (c) such Shares are sold in compliance with Rule 144
      under the Securities Act. In addition, the Company shall, at the Holder’s
      expense and upon request of the Holder, remove the restrictive legend from
      any
      Shares held by the Holder following the expiration of the holding period
      required by Rule 144(k) under the Securities Act (or any successor rule).


    


    3.    Indemnification.
      For
      the purpose of this Section 3:

     

    (a)    the
      term “Selling
      Shareholder”
      shall mean the Holder and each person, if any, who controls the Holder within
      the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act; 

     

    (b)    the
      term “Registration
      Statement”
      shall mean the final Prospectus, supplement or amendment thereto (or deemed
      to
      be a part thereof) referred to in Section 1; and 

     

    (c)    the
      term “untrue
      statement”
      shall mean any material untrue statement, or any material omission of a
      statement of a material fact required to be made therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not materially misleading.

     

    (d)       
      (i)    The
      Company agrees to indemnify and hold harmless each Selling Shareholder from
      and
      against any losses, or damages to which such Selling Shareholder may incur
      (under the Securities Act or otherwise) insofar as such losses or damages arise
      out of (i) any untrue statement of a material fact contained in the Registration
      Statement, or (ii) any inaccuracy in the representations of the Company
      contained in this Agreement. The Company will reimburse such Selling Shareholder
      for any reasonable legal expense incurred or any out of pocket expenses
      reasonably incurred in defending any such claim or action; provided, however,
      that the Company shall not be liable in any such case to the extent that such
      loss or damage arises out of, or is based upon, an untrue statement made in
      such
      Registration Statement in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of such Selling Shareholder
      for use in preparation of the Registration Statement, or any inaccuracy in
      representations made by such Selling Shareholder in the Holder Questionnaire
      or
      the failure of such Selling Shareholder to comply with its covenants and
      agreements contained in Sections in this Agreement or contained in the
      Securities Purchase Agreement or any statement or omission in any Prospectus
      that is corrected in any subsequent Prospectus that was delivered to the Selling
      Shareholder prior to the pertinent sale or sales by the Selling Shareholder.
      The
      obligation to indemnify shall be limited to the net amount of the proceeds
      received by the Company from the Holder as a result of the
      Offering.

     

    (ii)       
      The
      Holder agrees to indemnify and hold harmless the Company (and each person,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act, each officer of the Company who signs the Registration Statement and each
      director of the Company) from and against any losses or damage to which the
      Company (or any such officer, director or controlling person) may become subject
      (under the Securities Act or otherwise), insofar as such loss or damage (or
      actions or proceedings in respect thereof) arise out of, or are based upon,
      (i)
      any failure to comply with the covenants and agreements contained in this
      Agreement or of the Securities Purchase Agreement or (ii) any untrue statement
      of a material fact contained in the Registration Statement if, and only if,
      such
      untrue statement was made in reliance upon and in conformity with written
      information furnished by or on behalf of the Holder specifically for use in
      preparation of the Registration Statement. The Holder will reimburse the Company
      (or such officer, director or controlling person), as the case may be, for
      any
      reasonable legal expense or other actual accountable out-of-pocket expenses
      reasonably incurred in defending any such claim, action or proceeding. The
      obligation to indemnify shall be limited to the net amount of the proceeds
      received by the Holder from the sale of the Shares pursuant to the Registration
      Statement.

     

    
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    (iii)      
      Promptly
      after receipt by any indemnified person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 3, such indemnified person shall
      notify the indemnifying person in writing of such claim or of the commencement
      of such action, but the omission to so notify the indemnifying party will not
      relieve it from any liability which it may have to any indemnified party under
      this Section 3 (except to the extent that such omission materially and adversely
      affects the indemnifying party’s ability to defend such action) or from any
      liability otherwise than under this Section 3. Subject to the provisions
      hereinafter stated, in case any such action shall be brought against an
      indemnified person, the indemnifying person shall be entitled to participate
      therein, and, to the extent that it shall elect by written notice delivered
      to
      the indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, shall be entitled to assume the defense thereof, with counsel
      reasonably satisfactory to such indemnified person. After notice from the
      indemnifying person to such indemnified person of its election to assume the
      defense thereof (unless it has failed to assume the defense thereof and appoint
      counsel reasonably satisfactory to the indemnified party), such indemnifying
      person shall not be liable to such indemnified person for any legal expenses
      subsequently incurred by such indemnified person in connection with the defense
      thereof; provided, however, that if there exists or shall exist a conflict
      of
      interest that would make it inappropriate, in the reasonable opinion of counsel
      to the indemnified person, for the same counsel to represent both the
      indemnified person and such indemnifying person or any affiliate or associate
      thereof, the indemnified person shall be entitled to retain its own counsel
      at
      the expense of such indemnifying person; provided, however, that no indemnifying
      person shall be responsible for the fees and expenses of more than one separate
      counsel (together with appropriate local counsel) for all indemnified parties.
      In no event shall any indemnifying person be liable in respect of any amounts
      paid in settlement of any action unless the indemnifying person shall have
      approved the terms of such settlement; provided that such consent shall not
      be
      unreasonably withheld. No indemnifying person shall, without the prior written
      consent of the indemnified person, effect any settlement of any pending or
      threatened proceeding in respect of which any indemnified person is or could
      reasonably have been a party and indemnification could have been sought
      hereunder by such indemnified person, unless such settlement includes an
      unconditional release of such indemnified person from all liability on claims
      that are the subject matter of such proceeding.

     

    (iv)       
      If
      the indemnification provided for in this Section 3 is unavailable to or
      insufficient to hold harmless an indemnified party under paragraphs 3(d)(i)
      or
      3(d)(ii) above in respect of any loss or damage (or actions or proceedings
      in
      respect thereof) referred to therein, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss or damage (or actions in respect thereof) in such proportion as
      is
      appropriate to reflect the relative fault of the Company on the one hand and
      the
      Holder on the other in connection with the statements or omissions or other
      matters which resulted in such loss or damage (or actions in respect thereof),
      as well as any other relevant equitable considerations. The relative fault
      shall
      be determined by reference to, among other things, in the case of an untrue
      statement, whether the untrue statement relates to information supplied by
      the
      Company on the one hand or the Holder on the other and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such untrue statement. The Company and the Holder agree that it would not be
      just and equitable if contribution pursuant to this subsection (d) were
      determined by pro rata allocation (even if the Holder and the Investors were
      treated as one entity for such purpose) or by any other method of allocation
      which does not take into account the equitable considerations referred to above
      in this subsection (d). The amount paid or payable by an indemnified party
      as a
      result of the loss or damage (or actions in respect thereof) referred to above
      in this subsection (d) shall be deemed to include any reasonable legal fees
      incurred by such indemnified party in connection with defending any such action
      or claim. Notwithstanding the provisions of this subsection (d), the Holder
      shall not be required to contribute any amount in excess of the amount by which
      the gross amount received by the Holder from the sale of the Shares to which
      such loss relates exceeds the amount of any damages which the Holder has
      otherwise been required to pay by reason of such untrue statement. 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. 

     

    
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    (e)    The
      parties to this Agreement hereby acknowledge that they are sophisticated
      business persons who were represented by counsel during the negotiations
      regarding the provisions hereof including, without limitation, the provisions
      of
      this Section 3, and are fully informed regarding said provisions. They further
      acknowledge that the provisions of this Section 3 fairly allocate the risks
      in
      light of the ability of the parties to investigate the Company and its business
      in order to assure that adequate disclosure is made in the Registration
      Statement as required by the Securities Act and the Exchange Act.

     

    4.    Termination
      of Conditions and Obligations. The
      conditions precedent imposed by Section 4 of the Securities Purchase Agreement
      or this Agreement upon the transferability of the Shares shall cease and
      terminate as to any particular number of the Shares when such Shares shall
      have
      been effectively registered under the Securities Act and sold or otherwise
      disposed of in accordance with the intended method of disposition set forth
      in
      the Registration Statement covering such Shares or at such time as an opinion
      of
      counsel satisfactory to the Company shall have been rendered to the effect
      that
      such conditions are not necessary in order to comply with the Securities Act.
      

     

    5.    Information
      Available. So
      long as the Registration Statement is effective covering the resale of Shares
      owned by the Holder, the Company will furnish (or, to the extent such
      information is available electronically through the Company’s filings with the
      SEC, the Company will make available) to the Holder: 

     

    (a)    as
      soon as practicable after it is available, one copy of (i) its Annual Report
      to
      Shareholders (which Annual Report shall contain financial statements audited
      in
      accordance with generally accepted accounting principles by a national firm
      of
      certified public accountants) and (ii) if not included in substance in the
      Annual Report to Shareholders, its Annual Report on Form 10-K (the foregoing,
      in
      each case, excluding exhibits); and,

     

    (b)    upon
      the reasonable request of the Holder, an adequate number of copies of the
      Prospectuses to supply to any other party requiring such Prospectuses either
      in
      printed or electronic form.

     

    6.    Limits
      on Additional Issuances.
      Except for the issuance of stock options under the Company’s stock option plan,
      the issuance of warrants to purchase the Company’s common stock, or the issuance
      of common stock under
      the Company’s employee stock purchase plan or upon
      exercise of outstanding options and warrants and the offering contemplated
      hereby, the Company will not, for a period of three (3) months following the
      Closing Date, offer for sale or sell any securities unless, in the opinion
      of
      the Company’s counsel, such offer or sale does not jeopardize the availability
      of exemptions from the registration and qualification requirements under
      applicable securities laws with respect to the Offering. The foregoing shall
      not
      apply to securities issued in connection with any acquisition, including by
      way
      of merger, or purchase of stock or all or substantially all of the assets of
      any
      third party. The foregoing provisions shall not prevent the Company from filing
      a “shelf” registration statement pursuant to Rule 415 under the Securities Act,
      but the foregoing provisions shall apply to any sale of securities
      thereunder.

     

    
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    7.    Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be delivered (A) if within the United States, by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if from outside the United
      States, by International Federal Express (or comparable service) or facsimile,
      and shall be deemed given (i) if delivered by first-class registered or
      certified mail domestic, upon the Business Day received, (ii) if delivered
      by
      nationally recognized overnight carrier, one (1) Business Day after timely
      delivery to such carrier, (iii) if delivered by International Federal Express
      (or comparable service), two (2) Business Days after timely delivery to such
      carrier, (iv) if delivered by facsimile, upon electric confirmation of receipt
      and shall be addressed as follows, or to such other address or addresses as
      may
      have been furnished in writing by a party to another party pursuant to this
      paragraph: 

     

    
      	
            	(a)	
              if
                to the Company, to:

               

              
                Smart
                  Online, Inc

                2530
                  Meridian Parkway, 2nd
                  Floor

                Durham,
                  NC 27713

                Attention: James
                  Gayton, Corporate Counsel

                Telephone: 
                  (919) 765-5000

                


                with
                  a copy to:.

                Smith,
                  Anderson, Blount, Dorsett, 

                Mitchell
                  & Jernigan, LLP

                2500
                  Wachovia Capitol Center

                Raleigh,
                  North Carolina 27602-2611

                Attention:
                  Margaret N. Rosenfeld

                Telephone: (919)
                  821-6714

              

            


    

     

    


    
      	
            	(b)	
              if
                to the Holder to:

               

              
                Canaccord
                  Adams

                99
                  High Street

                Boston,
                  MA 02110

                Attention:
                  John Tesoro

                Telephone:
                  (617) 371-3847

              

            


    

     

    


    


    8.    Amendments;
      Waiver. This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Holder. Any waiver of a provision of
      this
      Agreement must be in writing and executed by the party against whom enforcement
      of such waiver is sought.

     

    9.    Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement. 

     

    10.      
      Entire
      Agreement; Severability. This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof and supersedes all prior and
      contemporaneous agreements, negotiations and understandings between the parties,
      both oral and written relating to the subject matter hereof. If any provision
      contained in this Agreement is determined to be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby. 

     

    
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    11.       
      Governing
      Law. This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Delaware,
      without giving effect to the principles of conflicts of law. 

     

    12.       
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     

    


     

    


     

    [Remainder
      of Page Intentionally Left Blank]

     

     

     

     

     

     

     

    
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    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose.

     

    


    
      
        	 	
                CANACCORD
                  ADAMS, INC.

                 

                


                By:
                  /s/
                  James M. Brown

                      
                  Name: James M. Brown

                      
                  Title: Managing Director

                


                 

                Address: 
                  ___________________

                ___________________________

                ___________________________

              


      

    

     

     

     

    AGREED
      AND ACCEPTED:

    


    SMART
      ONLINE, INC.

     

    


     

    By:
      /s/
      Nicholas A. Sinigaglia  

    Name:

    Title:
      

    


    


    


    Dated
      as of:
      February
      27, 2007