Exhibit
		10.2
	 

	 
		EXECUTION COPY
	 

	 
		REGISTRATION RIGHTS AGREEMENT
	 

	 
		                                This Registration
		Rights Agreement (this “Agreement”) is made and
		entered into as of April 18, 2007, by and among Castle Brands Inc., a
		Delaware corporation (the “Company”), and the
		several purchasers signatory hereto (each a
		“Purchaser” and collectively, the
		“Purchasers”).
	 

	 
		                                This Agreement is made
		pursuant to the Securities Purchase Agreement, dated as of the date
		hereof between the Company and each Purchaser (the “Purchase
		Agreement”).
	 

	 
		                                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 following meanings:
	 

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

	 
		                                “Affiliate” means, with respect to any
		person, any other person which directly or indirectly controls, is
		controlled by, or is under common control with, such person.
	 

	 
		                                “Business
		Day” means a day, other than a Saturday or Sunday, on which
		banks in New York City are open for the general transaction of
		business.
	 

	 
		                                “Closing” has the meaning set forth in the
		Purchase Agreement.
	 

	 
		                                “Closing
		Date” has the meaning set forth in the Purchase
		Agreement.
	 

	 
		                                “Commission” means the Securities and
		Exchange Commission.
	 

	 
		                                “Common
		Stock” means the common stock of the Company, par value
		$0.01 per share, and any securities into which such common stock may
		hereinafter be reclassified. 
	 

	 
		                                “Effective
		Date” means the date that the Registration Statement filed
		pursuant to Section 2(a) is first declared effective by the
		Commission.
	 

	 
		                                “Effectiveness
		Deadline” means, with respect to the Registration Statement
		required to be filed to cover the resale by the Holders of the
		Registrable Securities, the earlier of: (i) the 90th
		calendar day following the Closing Date; provided, that, if
		the Commission reviews and has written comments to the filed
		Registration Statement, then the Effectiveness Deadline under this
		clause (i) shall be the 120th calendar day following the
		Closing Date, and (ii) the fifth (5th) Trading Day
		following the date on which the Company is notified by the Commission
		that the Registration Statement will not be reviewed or is no longer
		subject to further review and comments and the effectiveness of the
		Registration Statement may be accelerated; provided, however,
		that if the Effectiveness Deadline falls on a Saturday, Sunday or
		other day that the Commission is closed for business, the
		Effectiveness Deadline shall be extended to the next Business Day on
		which the Commission is open for business. 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		                                “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,
		and the rules and regulations promulgated thereunder.
	 

	 
		                                “Filing
		Deadline” means, with respect to the Registration Statement
		required to be filed pursuant to Section 2(a), the 30th calendar day
		following the Closing Date, provided, however, that if the
		Filing Deadline falls on a Saturday, Sunday or other day that the
		Commission is closed for business, the Filing Deadline shall be
		extended to the next business day on which the Commission is open for
		business.
	 

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

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

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

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

	 
		                                “New York
		Courts” means the state and federal courts sitting in the
		City of New York, Borough of Manhattan.
	 

	 
		                                “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.
	 

	 
		                                “Placement
		Agent” means Piper Jaffray & Co. and any permitted
		assigns.
	 

	 
		                                “Principal
		Market” means the Trading Market on which the Common Stock
		is primarily listed and quoted for trading, which, as of the Closing
		Date, shall be the American Stock Exchange.
	 

	 
		                                “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 Registrable
		Securities covered by a Registration Statement, and all other
		amendments and supplements to the Prospectus, including
		post-effective amendments, and all material incorporated by reference
		or deemed to be incorporated by reference in such Prospectus.
	 

	 
		                                “Register,” “registered”
		and “registration” refer to a registration made by
		preparing and filing a Registration Statement or similar document in
		compliance with the Securities Act and pursuant to Rule 415, and the
		declaration or ordering of effectiveness of such Registration
		Statement or document.
	 

	 
		2
	 

	 

	 
	 

	 

	 
		                                “Registrable
		Securities” means all of (i) the Shares, (ii) the Warrant
		Shares issued or issuable upon the exercise of the Warrants, and
		(iii) any securities issued or issuable upon any stock split,
		dividend or other distribution, recapitalization or similar event
		with respect to the foregoing; provided, that the Holder has
		completed and delivered to the Company a Selling Shareholder
		Questionnaire; and provided, further, that a Holder’s
		security shall cease to be Registrable Securities upon the earliest
		to occur of the following: (A) sale pursuant to a Registration
		Statement or Rule 144 under the Securities Act (in which case, only
		such security sold shall cease to be a Registrable Security); or (B)
		such security becoming eligible for sale by the Holder pursuant to
		Rule 144(k).
	 

	 
		                                “Registration
		Statements” means any one or more registration statements of
		the Company filed under the Securities Act that covers the resale of
		any of the Registrable Securities pursuant to the provisions of this
		Agreement, amendments and supplements to such Registration
		Statements, including post-effective amendments, all exhibits and all
		material incorporated by reference or deemed to be incorporated by
		reference in such Registration Statements.
	 

	 
		                                “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, and the
		rules and regulations promulgated thereunder.
	 

	 
		                                “Selling
		Shareholder Questionnaire” means a questionnaire in the form
		attached as Annex B hereto, or such other form of
		questionnaire as may reasonably be adopted by the Company from time
		to time.
	 

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

	 
		                                “Trading
		Day” means (i) a day on which the Common Stock is listed or
		quoted and traded on its Principal Market (other than the OTC
		Bulletin Board), or (ii) if the Common Stock is not listed on a
		Trading Market (other than the OTC Bulletin Board), a day on which
		the Common Stock is traded in the over-the-counter market, as
		reported by the OTC Bulletin Board, or (iii) if the Common Stock is
		not quoted on any Trading Market, a day on which the Common Stock is
		quoted in the over-the-counter market as reported in the “pink
		sheets” by Pink Sheets LLC (or any similar organization or
		agency succeeding to its functions of reporting prices);
		provided, that in the event that the Common Stock is not
		listed or quoted as set forth in (i), (ii) and (iii) hereof, then
		Trading Day shall mean a Business Day.
	 

	 
		                                “Trading
		Market” means whichever of the New York Stock Exchange, the
		American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ
		Global Market, the NASDAQ Capital Market or OTC Bulletin Board on
		which the Common Stock is listed or quoted for trading on the date in
		question. 
	 

	 
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		                                “Warrants” means the Warrants issued
		pursuant to the Purchase Agreement. The Placement Agent and/or its
		designees also received placement agent warrants as compensation for
		services rendered in connection with the transactions set forth in
		the Purchase Agreement, which warrants shall also constitute
		“Warrants” for all purposes hereunder.
	 

	 
		                                “Warrant
		Shares” means the shares of Common Stock issued or issuable
		upon exercise of the Warrants.
	 

	 
		                2.
		           
		Registration.
	 

	 
		                                (a)           On
		or prior to the Filing Deadline, the Company shall prepare and file
		with the Commission a “Shelf” Registration Statement
		covering the resale of all of the Registrable Securities not already
		covered by an existing and effective Registration Statement for an
		offering to be made on a continuous basis pursuant to Rule
		415 or if Rule 415 is not available for offers and sales of the
		Registrable Securities by such other means of distribution of
		Registrable Securities as the Holders may reasonably specify (the
		“Initial Registration Statement”). The Initial
		Registration Statement shall be on Form S-3 (except if the Company is
		not then eligible to register for resale the Registrable Securities
		on Form S-3, in which case such registration shall be on another
		appropriate form in accordance with the Securities Act, subject to
		the provisions of Section 2(f)) 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” section attached hereto as
		Annex A.  
	 

	 
		                                (b)           The
		Company shall use its commercially reasonable efforts to cause each
		Registration Statement to be declared effective by the Commission as
		soon as practicable and, with respect to the Initial Registration
		Statement, no later than the Effectiveness Deadline (including filing
		with the Commission a request for acceleration of effectiveness in
		accordance with Rule 461 promulgated under the Securities Act within
		three (3) Business Days after the date that the Company is notified
		(orally or in writing, whichever is earlier) by the Commission that
		such Registration Statement will not be “reviewed,” or not
		be subject to further review and the effectiveness of such
		Registration Statement may be accelerated) and shall use its
		commercially reasonable efforts to keep each Registration Statement
		continuously effective under the Securities Act until the earlier of
		(i) such time as all of the Registrable Securities covered by such
		Registration Statement have been publicly sold by the Holders, or
		(ii) the date that all Registrable Securities covered by such
		Registration Statement may be sold by non-affiliates without volume
		restrictions pursuant to Rule 144(k) as determined by 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”). The
		Company shall ensure that each 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 the case of prospectuses, in the
		light of the circumstances in which they were made) not misleading.
		Each 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 from stock splits, stock dividends or
		similar transactions with respect to the Registrable Securities. The
		Company shall telephonically request effectiveness of a Registration
		Statement as of 5:00 pm Eastern Time on the Effective Date. The
		Company shall promptly notify the Holders via facsimile or e-mail of
		the effectiveness of a Registration Statement on the same Trading Day
		that the Company telephonically confirms effectiveness with the
		Commission, which shall be the date requested for effectiveness of a
		Registration Statement. The Company shall, by 9:30 am Eastern Time on
		the Trading Day after the Effective Date (as defined in the Purchase
		Agreement), file a 424(b) prospectus with the Commission. Failure to
		so notify the Holder within 1 Trading Day of such notification or
		effectiveness or failure to file a final Prospectus as aforesaid
		shall be deemed an Event under Section 2(c).
	 

	 
		4
	 

	 

	 
	 

	 

	 
		                                (c)             If:
		(i) the Initial Registration Statement is not filed with the
		Commission on or prior to the Filing Deadline, (ii) the Company fails
		to file with the Commission a request for acceleration in accordance
		with Rule 461 promulgated under the Securities Act, within three (3)
		Trading Days of 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 subject to further
		review, (iii) prior to its Effective Date, the Company fails to file
		a pre-effective amendment and otherwise respond in writing to
		comments made by the Commission in respect of such Registration
		Statement within ten (10) calendar days after the receipt of comments
		by or notice from the Commission that such amendment is required in
		order for a Registration Statement to be declared effective, (iv) an
		Initial Registration Statement is not declared effective by the
		Commission (or otherwise does not become effective) on or prior to
		its Effectiveness Deadline, (v) the Company fails to keep the Common
		Stock continuously listed on the Trading Market (as defined in the
		Securities Purchase Agreement) or (vi) after its Effective Date,
		such Registration Statement ceases for any reason (including without
		limitation by reason of a stop order, or the Company’s failure
		to update the Registration Statement), to remain continuously
		effective as to all Registrable Securities for which it is required
		to be effective or the Holders are not permitted to utilize the
		Prospectus therein to resell such Registrable Securities (including,
		without limitation, in accordance with Section 6(e) below) for an
		aggregate of more than 10 consecutive Trading Days or for more than
		an aggregate of 20 Trading Days in any 12-month period (which need
		not be consecutive), (any such failure or breach in clauses (i)
		through (vi) above being referred to as an “Event,”
		and, for purposes of clauses (i), (iv) or (v), the date on which such
		Event occurs, or for purposes of clause (ii), the date on which such
		three (3) Trading Day period is exceeded, or for purposes of clause
		(iii), the date which such 10 calendar day period is exceeded, or for
		purposes of clause (v) the date on which such 10 consecutive or 20
		Trading Day period (as applicable) is exceeded, being referred to as
		“Event Date”), then in addition to any other rights
		available to the Holders hereunder or under applicable law: (x) on
		each such Event Date, the Company shall pay to each Holder an amount
		in cash, as liquidated damages and not as a penalty, equal to 1.5% of
		the aggregate purchase price paid by such Holder pursuant to the
		Purchase Agreement for any Registrable Securities held by such Holder
		on the Event Date (which remedy shall not be exclusive of any other
		remedies available under this Agreement); and (y) on each monthly
		anniversary of each such Event Date thereof (if the applicable Event
		shall not have been cured by such date) until the applicable Event is
		cured, the Company shall pay to each Holder an amount in cash, as
		liquidated damages and not as a penalty, equal to 1.5% of the
		aggregate purchase price paid by such Holder pursuant to the Purchase
		Agreement for any Registrable Securities held by such Holder on the
		Event Date (which remedy shall not be exclusive of any other remedies
		available under this Agreement). The parties agree that the Company
		will not be liable for liquidated damages under this Section 2(c)
		with respect to any Warrants or Warrant Shares. If the Company fails
		to pay any liquidated damages pursuant to this Section in full within
		seven days after the date payable, the Company will pay interest
		thereon at a rate of 10% per annum (or such lesser maximum amount
		that is permitted to be paid by applicable law) to the Holder,
		accruing daily from the date such liquidated damages are due until
		such amounts, plus all such interest thereon, are paid in full. The
		liquidated damages pursuant to the terms hereof shall apply on a
		daily pro-rata basis for any portion of a month prior to the cure of
		an Event, except in the case of the first Event Date. In the event
		that the Company registers some but not all of the Registrable
		Securities, the 1.5% of liquidated damages referred to above for any
		monthly period shall be reduced to equal the percentage determined by
		multiplying 1.5% by a fraction, the numerator of which shall be the
		number of Registrable Securities for which there is not an effective
		Registration Statement at such time and the denominator of which
		shall be the number of Registrable Securities at such time.
		Notwithstanding anything to the contrary in this Agreement, in no
		event will the liquidated damages paid to a Holder under Section 2(c)
		be greater than 12% of the aggregate purchase price paid by such
		Holder pursuant to the Purchase Agreement for any Registrable
		Securities then held by such Holder.
	 

	 
		                                (d)           The
		Purchasers acknowledge that the Commission has recently given
		enhanced scrutiny to registration statements attempting to register
		the resale of shares and warrant shares obtained 
	 

	 
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		by
		purchasers in private placements and that such Commission reviews
		have resulted in registrants being denied the use of Rule
		415(a)(1)(i). Accordingly, notwithstanding anything herein to the
		contrary, (i) in the event the Registration Statement is not declared
		effective on or prior to the Effectiveness Deadline solely as a
		result of or in connection with a determination by the Commission
		that either the Company or the Purchasers are ineligible to rely on
		Rule 415(a)(1)(i) under the Securities Act with respect to the
		registration of any of the Registrable Securities for resale by the
		Purchasers on a continuous or delayed basis, the Company shall
		thereafter use its commercially reasonable best efforts to find
		alternative methods to register the Registrable Securities with the
		Commission for resale; and (ii) in the event the Company, after
		conducting a pre-filing conference with the Commission, if possible,
		and after consultation with the Placement Agent, reasonably
		determines that it is unable to, or it is inadvisable for the Company
		to attempt to, register all of the Registrable Securities in a single
		Registration Statement, the Company may elect to fulfill the
		registration requirements of this Section (2) by registering the
		Registrable Securities in two or more Registration Statements,
		provided that the Company shall use its commercially
		reasonable best efforts to file each subsequent Registration
		Statement no later than the later of (A) 30 days following the date
		on which the last of the Registrable Securities registered under the
		preceding Registration Statement were sold or (B) 90 days following
		the date on which the preceding Registration Statement was declared
		effective or, in the case of (A) or (B), such longer period during
		which the Commission does not permit such filing to be made. The
		Company and the Holders acknowledge and agree that nothing contained
		in this Section 2(d) shall effect in any way the Company’s
		obligation to pay liquidated damages in accordance with Section 2(c)
		above.
	 

	 
		                                (e)           The
		Company shall not, from the date hereof until the date that is 60
		days after the Effective Date of the Registration Statement, 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 a
		registration statement on Form S-8 or, in connection with an
		acquisition, on Form S-4.
	 

	 
		                                (f)           Each
		Holder agrees to furnish to the Company a completed Questionnaire in
		the form attached to this Agreement as Annex B (a
		“Selling Shareholder Questionnaire”) not more than
		five (5) Trading Days following the date of this Agreement. Each
		Holder further agrees that it shall not be entitled to be named as a
		selling securityholder in a Registration Statement or use the
		Prospectus for offers and resales of Registrable Securities at any
		time, unless such Holder has returned to the Company a completed and
		signed Questionnaire. If a Holder of Registrable Securities returns a
		Questionnaire after the deadline specified in the previous sentence,
		the Company shall use its commercially reasonable efforts to take
		such actions as are required to name such Holder as a selling
		security holder in the Registration Statement or any pre-effective or
		post-effective amendment thereto and to include (to the extent not
		theretofore included) in the Registration Statement the Registrable
		Securities identified in such late Questionnaire. Each Holder
		acknowledges and agrees that the information in the Selling
		Shareholder Questionnaire will be used by the Company in the
		preparation of the Registration Statement and hereby consents to the
		inclusion of such information in the Registration Statement.
	 

	 
		                                (g)           In
		the event that Form S-3 is not available for the registration of the
		resale of Registrable Securities hereunder, the Company shall (i)
		register the resale of the Registrable Securities on another
		appropriate form reasonably acceptable to the Holders and (ii)
		undertake to register the Registrable Securities on Form S-3 as soon
		as such form is available, provided that the Company shall
		maintain the effectiveness of the Registration Statement then in
		effect until such time as a Registration Statement on Form S-3
		covering the Registrable Securities has been declared effective by
		the Commission.
	 

	 
		6
	 

	 

	 
	 

	 

	 
		                3.
		           
		Registration Procedures
	 

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

	 
		                                (a)           Not
		less than five Trading Days prior to the filing of a Registration
		Statement and not less than one Trading Day prior to the filing of
		any related Prospectus or any amendment or supplement thereto (except
		for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q
		and Current Reports on Form 8-K and any similar or successor
		reports), the Company shall (i) furnish to the Holder copies of such
		Registration Statement, Prospectus or amendment or supplement
		thereto, as proposed to be filed, which documents will be subject to
		the review of such Holder (it being acknowledged and agreed that if a
		Holder does not object to or comment on the aforementioned documents
		within the first three (3) Trading Days of such five Trading Day
		period or within eighteen hours with respect to the one Trading Day
		period, as the case may be, then the Holder shall be deemed to have
		consented to and approved the use of such documents). The Company
		shall not file any Registration Statement or amendment or supplement
		thereto in a form to which a Holder reasonably objects in good
		faith, provided that, the Company is notified of such objection in
		writing no later than three (3) Trading Days after the Holders have
		been so furnished copies of such documents
	 

	 
		                                (b)           (i)  Prepare
		and file with the Commission such amendments (including
		post-effective amendments) and supplements 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 Registrable Securities 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 Registrable Securities; (ii) cause the
		related Prospectus to be amended or supplemented by any required
		Prospectus supplement (subject to the terms of this Agreement), and,
		as so supplemented or amended, to be filed pursuant to Rule 424;
		(iii) respond as promptly as reasonably practicable 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 with the provisions of the
		Securities Act and the Exchange Act with respect to the disposition
		of all Registrable Securities covered by a Registration Statement
		until such time as all of such Registrable Securities shall have been
		disposed of (subject to the terms of this Agreement) in accordance
		with the intended methods of disposition by the Holders thereof as
		set forth in such Registration Statement as so amended or in such
		Prospectus as so supplemented. In the case of amendments and
		supplements to a Registration Statement which are required to be
		filed pursuant to this Agreement (including pursuant to this Section
		3(b)) by reason of the Company filing a report on Form 10-K, Form
		10-Q or Form 8-K or any analogous report under the Exchange Act, the
		Company shall have incorporated such report by reference into such
		Registration Statement, if applicable, or shall file such amendments
		or supplements with the Commission on the same day on which the
		Exchange Act report which created the requirement for the Company to
		amend or supplement such Registration Statement was filed.
	 

	 
		                                (c)           Notify
		the Holders (which notice shall, pursuant to clauses (iii) through
		(vi) hereof, be accompanied by an instruction to suspend the use of
		the Prospectus until the requisite changes have been made) as
		promptly as reasonably possible (and, in the case of (i)(A) below,
		not less than three Trading Days prior to such filing, in the case of
		(iii) and (iv) below, not more than one Trading Day after such
		issuance or receipt and in the case of (v) below, not less than three
		Trading Days prior to the financial statements in any Registration
		Statement becoming ineligible for inclusion therein and, in the case
		of (vi) below not more than one Trading Day after the occurrence or
		existence of such corporate development) and (if requested by any
		such Person) confirm such notice in writing no later than one 
	 

	 
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		Trading Day
		following the day (i)(A) when a Prospectus or any Prospectus
		supplement or post-effective amendment to a Registration Statement is
		proposed to be filed (and pursuant to Section 3(i) below); (B) when
		the Commission notifies the Company whether there will be a
		“review” of such Registration Statement and whenever the
		Commission comments in writing on 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); and (C) with respect to each Registration Statement or
		any post-effective amendment, when the same has become effective;
		(ii) of any request by the Commission or any other Federal or state
		governmental authority for amendments or supplements to a
		Registration Statement or Prospectus or for additional information
		that pertains to the Holders as “Selling Stockholders” or
		the “Plan of Distribution”; (iii) of the issuance by the
		Commission or any other federal or state governmental authority of
		any stop order suspending the effectiveness of a Registration
		Statement covering any or all of the Registrable Securities or the
		initiation of any Proceedings for that purpose; (iv) of the receipt
		by the Company of any notification with respect to the suspension of
		the qualification or exemption from qualification of any of the
		Registrable Securities for sale in any jurisdiction, or the
		initiation or threatening of any Proceeding for such purpose; (v) of
		the occurrence of any event or passage of time that makes the
		financial statements included in a Registration Statement ineligible
		for inclusion therein or any statement made in 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; and (vi) the occurrence or
		existence of any pending corporate development with respect to the
		Company that the Company believes may be material and that, in the
		determination of the company, makes it not in the best interest of
		the Company to allow continued availability of a Registration
		Statement or Prospectus, provided that any and all of such
		information shall remain confidential to each Holder until such
		information otherwise becomes public, unless disclosure by a Holder
		is required by law; provided, further, that
		notwithstanding each Holder’s agreement to keep such information
		confidential, the Holders make no acknowledgement that any such
		information is material, non-public information.
	 

	 
		                                (d)           Use
		commercially reasonable 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
		Registrable Securities for sale in any jurisdiction, as soon as
		practicable.
	 

	 
		                                (e)           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 Commission’s EDGAR system.
	 

	 
		                                (f)            Prior
		to any resale of Registrable Securities by a Holder, use its
		commercially reasonable efforts to register or qualify, unless an
		exemption from registration and qualification applies, the
		Registrable Securities for offer and sale under the securities or
		Blue Sky laws of such jurisdictions within the United States as any
		Holder reasonably 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
		reasonably necessary to enable the disposition in such jurisdictions
		of the Registrable 
	 

	 
		8
	 

	 

	 
	 

	 

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

	 
		                                (h)           If
		requested by the Holders, cooperate with the Holders to facilitate
		the timely preparation and delivery of certificates representing
		Registrable Securities to be delivered to a transferee pursuant to
		the Registration Statement, which certificates shall be free, to the
		extent permitted by the Purchase Agreement and under law, of all
		restrictive legends, and to enable such Registrable Securities 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 Registrable Securities without legend
		upon sale by the holder of such shares of Registrable Securities
		under the Registration Statement.
	 

	 
		                                (i)            Following
		the occurrence of any event contemplated by Section 3(c)(iii) through
		(vi), as promptly as practicable, 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. 
	 

	 
		                                (j)            (i)
		In the time and manner required by the Principal Market, prepare and
		file with such Trading Market an additional shares listing
		application covering all of the Registrable Securities, (ii) take all
		steps necessary to cause such Registrable Securities to be approved
		for listing on the Principal Market as soon as possible thereafter,
		(iii) if requested by any Holder, provide such Holder evidence of
		such listing, and (iv) maintain the listing of such Registrable
		Securities on the Principal Market (A) during the Effectiveness
		Period and (B) thereafter until such time as the Company engages in a
		Fundamental Transaction, including, without limitation, a “going
		private” transaction, in each case duly approved by the
		Company’s Board of Directors.
	 

	 
		                                (k)           In
		order to enable the Holders to sell Shares or Warrant Shares under
		Rule 144, for a period of two years from the Closing, the Company
		covenants to 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. During such two year period, 
	 

	 
		9
	 

	 

	 
	 

	 

	 
		if the
		Company is not required to file reports pursuant to Section 13(a) or
		15(d) of the Exchange Act, it will prepare and furnish to the Holders
		and make publicly available in accordance with Rule 144(c)
		promulgated under the Securities Act annual and quarterly financial
		statements, together with a discussion and analysis of such financial
		statements in form and substance substantially similar to those that
		would otherwise be required to be included in reports required by
		Section 13(a) or 15(d) of the Exchange Act, as well as any other
		information required thereby, in the time period that such filings
		would have been required to have been made under the Exchange Act.
		The Company further covenants that it will take such further action
		as any Holder may reasonably request, all to the extent required from
		time to time to enable such Person to sell Shares and Warrant Shares
		without registration under the Securities Act within the limitation
		of the exemptions provided by Rule 144 promulgated under the
		Securities Act, including compliance with the provisions of the
		Purchase Agreement relating to the transfer of the Shares and Warrant
		Shares. 
	 

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

	 
		                4.
		            Registration
		Expenses. All fees and expenses incident to the 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 Registrable
		Securities are sold pursuant to a Registration Statement. The fees
		and expenses referred to in the foregoing sentence shall include,
		without limitation, (i) all registration and filing fees (including,
		without limitation, fees and expenses (A) with respect to filings
		required to be made with any Trading Market on which the Common Stock
		is then listed for trading and (B) in compliance with applicable
		state securities or Blue Sky laws (including, without
		limitation, fees and disbursements of counsel for the Company in
		connection with Blue Sky qualifications or exemptions of the
		Registrable Securities and determination of the eligibility of the
		Registrable Securities for investment under the laws of such
		jurisdictions as requested by the Holders), (ii) printing expenses
		(including, without limitation, expenses of printing certificates for
		Registrable Securities and of printing prospectuses if the printing
		of prospectuses is reasonably requested by the Holders of a majority
		of the Registrable Securities 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 Registrable Securities on any
		securities exchange as required hereunder. In no event shall the
		Company be responsible for any broker or similar commissions of any
		Holder or, except to the extent provided for in the Transaction
		Documents, any legal fees or other costs of the Holders.
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                5.
		           
		Indemnification.
	 

	 
		                                (a)           Indemnification
		by the Company. The Company shall, notwithstanding any
		termination of this Agreement, indemnify, defend and hold harmless
		each Holder, the officers, directors, agents, partners, members,
		managers, shareholders, Affiliates 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, partners, members, managers,
		shareholders, 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 investigation
		and reasonable attorneys’ fees) and expenses (collectively,
		“Losses”), as incurred, that arise out of or are
		based upon (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 or in
		any preliminary prospectus, or arising out of or relating to any
		omission or alleged omission to state 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, or (ii) any violation or alleged violation by the Company
		of the Securities Act, Exchange Act, any state securities law, any
		“blue sky” laws of any jurisdiction in which Registrable
		Securities are offered or any rule or regulation thereunder relating
		to the offer or sale of the Registrable Securities pursuant to a
		Registration Statement or any violation of this Agreement, 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 (B) in the
		case of an occurrence of an event of the type specified in Section
		3(c)(iii)-(vi), the use by a Holder of an outdated or defective
		Prospectus after the Company has notified such Holder in writing that
		the Prospectus is outdated or defective and prior to the receipt by
		such Holder of the Advice contemplated and defined in Section 6(f)
		below, but only if and to the extent that following the receipt of
		the Advice the misstatement or omission giving rise to such Loss
		would have been corrected. The Company shall notify the Holders
		promptly of the institution, threat or assertion of any Proceeding
		arising from or in connection with the transactions contemplated by
		this Agreement of which the Company is aware. 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 Registrable Securities 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 out of or based upon 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 or in any preliminary
		prospectus, or arising solely 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 any form of prospectus or supplement thereto, in light
		of the circumstances under which they were made) not misleading (i)
		to the extent, but only to the extent that, such untrue statements or
		omissions are based upon information regarding such Holder furnished
		in writing to the Company by such Holder expressly for use therein,
		or (ii) in the case of an occurrence of an event of the type
		specified in Section 3(c)(iii)-(vi), the use by such Holder of an
		outdated or defective Prospectus after the Company has notified such
		Holder in writing that the Prospectus is outdated or defective and
		prior to the receipt by such Holder of the Advice contemplated in
		Section 6(f). In no event shall the liability of any selling Holder
		hereunder be greater in amount than the dollar amount 
	 

	 
		11
	 

	 

	 
	 

	 

	 
		of the net
		proceeds received by such Holder upon the sale of the Registrable
		Securities 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 have the right to assume the defense
		thereof, including the employment of counsel reasonably satisfactory
		to the Indemnified Party and the payment of all reasonable 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 if
		the Indemnifying Party is prejudiced in its ability to defend such
		action.
	 

	 
		                                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 exists 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. 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.
	 

	 
		                                Subject to the terms of
		this Agreement, 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 Trading Days of written
		notice thereof to the Indemnifying Party; provided, that the
		Indemnified Party shall promptly reimburse the Indemnifying Party for
		that portion of such fees and expenses applicable to such actions for
		which such Indemnified Party is finally judicially determined to not
		be 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 
	 

	 
		12
	 

	 

	 
	 

	 

	 
		omission.
		 The amount paid or payable by a party as a result of any Losses
		shall be deemed to include, subject to the limitations set forth in
		this Agreement, any reasonable attorneys’ or other 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 net proceeds actually received
		by such Holder from the sale of the Registrable Securities subject to
		the Proceeding exceeds the amount of any damages that such Holder has
		otherwise been required to pay by reason of such untrue or alleged
		untrue statement or omission or alleged omission. 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 diminution 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)           No
		Piggyback on Registrations. Except as set forth on Schedule
		3.1(y) of the Purchase Agreement, neither the Company nor any of
		its security holders or any other party (other than the Holders in
		such capacity pursuant hereto) may include securities of the Company
		in a Registration Statement other than the Registrable Securities,
		and the Company shall not prior to the date that is 30 days after the
		Effective Date and after the date of this Agreement enter into any
		agreement providing any right to any of its security holders or any
		other party to register any securities in a Registration Statement
		filed pursuant to this Agreement.
	 

	 
		                                (c)           Entire
		Agreement. This Agreement is intended by the parties as a final
		expression of their agreement and intended to be a complete and
		exclusive statement of the agreement and understanding of the parties
		hereto in respect of the subject matter contained herein. This
		Agreement supersedes all prior agreements and understandings between
		the parties with respect to such subject matter, except for, and as
		provided in the Transaction Documents.
	 

	 
		                                (d)           Compliance.
		Each Holder covenants and agrees that it will comply with the
		prospectus delivery requirements of the Securities Act as applicable
		to it (unless an exemption therefrom is available) in connection with
		sales of Registrable Securities pursuant to the Registration
		Statement and shall sell the Registrable Securities only in
		accordance with a method of distribution described in the
		Registration Statement.
	 

	 
		13
	 

	 

	 
	 

	 

	 
		                                (e)           Suspension
		of Trading. At any time after the Registrable Securities are
		covered by an effective Registration Statement, the Company may
		deliver to the Holders of such Registrable Securities a certificate
		(the “Suspension Certificate”) approved by the Chief
		Executive Officer of the Company and signed by an officer of the
		Company stating that the effectiveness of and sales of Registrable
		Securities under the Registration Statement would: 
	 

	 
		                                                (i)           materially
		interfere with any transaction that would require the Company to
		prepare financial statements under the Securities Act that the
		Company would otherwise not be required to prepare in order to comply
		with its obligations under the Exchange Act, or 
	 

	 
		                                                (ii)          require
		public disclosure of a material transaction prior to the time such
		disclosure might otherwise be required. 
	 

	 
		Upon
		receipt of a Suspension Certificate by Holders of Registrable
		Securities, such Holders of Registrable Securities shall refrain from
		selling or otherwise transferring or disposing of any Registrable
		Securities then held by such Holders for a specified period of time
		(a “Suspension Period”) that is customary under the
		circumstances (not to exceed fifteen (15) calendar days).
		Notwithstanding the foregoing sentence, the Company shall be
		permitted to cause Holders of Registrable Securities to so refrain
		from selling or otherwise transferring or disposing of any
		Registrable Securities on only two (2) occasions during each twelve
		(12) consecutive month period that the Registration Statement remains
		effective with no less than twenty (20) calendar days in between
		Suspension Periods. The Company may impose stop transfer instructions
		to enforce any required agreement of the Holders under this Section
		6(e).
	 

	 
		                                (f)            Discontinued
		Disposition. Each Holder further agrees by its acquisition of
		such Registrable Securities that, upon receipt of a notice from the
		Company of the occurrence of any event of the kind described in
		Section 3(c)(iii)-(vi), such Holder will forthwith discontinue
		disposition of such Registrable Securities under the Registration
		Statement until it is advised in writing (the
		“Advice”) by the Company that the use of the
		applicable Prospectus (as it may have been supplemented or amended)
		may be resumed. The Company may provide appropriate stop orders to
		enforce the provisions of this paragraph. The Company agrees and
		acknowledges that any periods during which the Holder is required to
		discontinue the disposition of the Registrable Securities hereunder
		shall be subject to the provisions of Section 2(c) as qualified by
		Section 3(a).
	 

	 
		                                (g)           Piggy-Back
		Registrations. If at any time during the Effectiveness
		Period there is not an effective Registration Statement covering
		all of the Registrable Securities and the Company shall determine to
		prepare and file with the Commission a registration statement
		relating to an offering for its own account or the account of others
		under the Securities Act of any of its equity securities, other than
		on Form S-4 or Form S-8 (each as promulgated under the Securities
		Act) or their then equivalents relating to equity securities to be
		issued solely in connection with any acquisition of any entity or
		business or equity securities issuable in connection with stock
		option or other employee or director 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 Registrable Securities
		such holder requests to be registered, subject to customary
		underwriter cutbacks applicable to all holders of registration rights
		on a pro rata basis (along with other holders of piggyback
		registration rights with respect to the Company); provided,
		that (i) the Company shall not be required to register any
		Registrable Securities pursuant to this Section 6(g) that are
		eligible for resale under Rule 144(k) promulgated under the
		Securities Act or that are the subject of a then effective
		Registration Statement and (ii) 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
		
	 

	 
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		to such
		Holder and, thereupon, (i) in the case of a determination not to
		register, shall be relieved of its obligation to register any
		Registrable Securities pursuant to this Section 6(g) 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 Registrable Securities being registered pursuant to
		this Section 6(g) for the same period as the delay in registering
		such other securities.
	 

	 
		                                (h)           Amendments
		and Waivers. The provisions of this Agreement, including the
		provisions of this sentence, may not be amended, modified or
		supplemented unless the same shall be in writing and signed by the
		Company and Holders holding a majority of the then outstanding
		Registrable Securities, and waivers or consents to departures from
		the provisions hereof may not be given, unless the same shall be in
		writing and signed by the Company and each Holder of the then
		outstanding Registrable Securities. Notwithstanding the
		foregoing, a waiver or consent to depart from the provisions
		hereof with respect to a matter that relates exclusively to the
		rights of Holders and that does not directly or indirectly affect the
		rights of other Holders may be given by Holders of all of the
		Registrable Securities to which such waiver or consent relates;
		provided, however, that the provisions of this sentence
		may not be amended, modified, or supplemented except in accordance
		with the provisions of the immediately preceding sentence. 
	 

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

	 
		                                (j)            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. Nothing in
		this Agreement, express or implied, is intended to confer upon any
		party other than the parties hereto or their respective successors
		and assigns any rights, remedies, obligations, or liabilities under
		or by reason of this Agreement, except as expressly provided in this
		Agreement. The Company may not assign its rights or obligations
		hereunder without the prior written consent of all the Holders of the
		then outstanding Registrable Securities (other than by merger or to
		an entity which acquires the Company including by way of acquiring
		all or substantially all of the Company’s assets). The rights of
		the Holders hereunder, including the right to have the Company
		register Registrable Securities pursuant to this Agreement, may be
		assigned by each Holder to transferees or assignees of all or any
		portion of the Registrable Securities, 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.
	 

	 
		                                (k)           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 and shall become effective when counterparts have
		been signed by each party and delivered to the other party, it being
		understood that both parties need not sign the same counterpart. In
		the event that any signature is delivered by facsimile transmission
		or by e-mail delivery of a “.pdf” format data file, such
		signature shall create a valid and binding obligation of the party
		executing (or on whose behalf such signature is executed) with the
		same force and effect as if such facsimile or “.pdf”
		signature were the original thereof.
	 

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

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

	 
		                                (n)           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.
	 

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

	 
		                                (p)           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 the Shares and Warrants 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 Shares and Warrants 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.
	 

	 
		                                (q)           Currency.
		Unless otherwise indicated, all dollar amounts referred to in this
		Agreement are in United States Dollars. All amounts owing under this
		Agreement are in United States Dollars. All amounts denominated in
		other currencies shall be converted in the United States Dollar
		equivalent amount in accordance with the applicable exchange rate in
		effect on the date of calculation.
	 

	 
		                                (r)            Further
		Assurances. The parties shall execute and deliver all such
		further instruments and documents and take all such other actions as
		may reasonably be required to carry out the transactions contemplated
		hereby and to evidence the fulfillment of the agreements herein
		contained.
	 

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

	 	 	CASTLE BRANDS INC.
		 


	 	 	By:	    /s/ Mark Andrews	 


	 	 	  Name:     Mark
			 Andrews

			   Title:       Chief
			 Executive Officer


	 
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