Exhibit 10.5


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is by
and among HSW International, Inc., a Delaware corporation (“Parent”),
and the persons listed on Schedule 1 attached hereto (each such
Person is a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS,
HowStuffWorks, Inc., a Delaware corporation (“HSW”), Parent, HSW
International Merger Corporation, a Nevada corporation and wholly-owned  subsidiary of Parent (“Merger Sub”)
and INTAC International, Inc., a Nevada corporation (“INTAC”),
previously entered into an Agreement and Plan of Merger dated April 20, 2006,
as amended (the “Merger Agreement”) which provides for: (i) the
contribution to Parent by HSW of certain assets, properties and rights,
including, without limitation, certain rights pursuant to the Contribution
Agreement, in exchange for shares of Parent Common Stock; and (ii) the merger
of Merger Sub with and into INTAC (the “Merger”).


 


WHEREAS, pursuant
to the terms of one or more Stock Purchase Agreements by and between the Parent
and the Purchasers (each a “Purchase Agreement” and together, the “Purchase
Agreements”), the Purchasers have agreed, among other things, to purchase
from the Parent shares of Parent Common Stock.


 


WHEREAS, the
parties desire to enter into this Agreement to govern certain of their rights,
duties and obligations in connection with the shares of Parent Common Stock to
be held by the Purchasers;


 


NOW, THEREFORE, in
consideration of the foregoing premises and mutual promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:


 


ARTICLE I


 


DEFINITIONS


 


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


 


“Agreement”
shall mean this Registration Rights Agreement as set forth in the Recitals,
including all amendments, modifications and supplements and any exhibits or
schedules to any of the foregoing.


 


“Affiliate”
shall mean, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person.


 


“Blockage
Notice” has the meaning set forth in Section 2.5(c) hereof.


 

















 


“Blockage
Period” has the meaning set forth in Section 2.5(c) hereof.


 


“Board of
Directors” means the board of directors of Parent.


 


“Business Day”
means any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by law to be closed in the City of New York. If any
payment or other obligation is due to be made or performed hereunder on a day
that is not a Business Day, such payment or other obligation shall be made or
performed on the next Business Day.


 


“Commission”
means the United States Securities and Exchange Commission and any successor
agency.


 


“Control”
(including the terms “controlled by” and “under common control with”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.


 


“Effectiveness
Date” has the meaning set forth in Section 2.1(a) hereof.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.


 


“Filing
Deadline” has the meaning set forth in Section 2.1(a) hereof.


 


“Merger
Agreement” has the meaning set forth in the Recitals hereof.


 


“Merger Sub”
has the meaning set forth in the Recitals hereof.


 


“NASD”
means the National Association of Securities Dealers, Inc. or any of its
subsidiaries.


 


“Officer’s
Certificate” has the meaning set forth in Section 2.2 hereof.


 


“Parent”
has the meaning set forth in the introductory paragraph hereof.


 


“Parent Common
Stock” means the common stock, par value $.001 per share, of Parent.


 


“Person”
means any individual, firm, corporation, partnership, limited partnership,
limited liability company, association, trust, unincorporated organization or
other entity, as well as any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Exchange Act.


 


“Piggyback
Notice” has the meaning set forth in Section 2.3(a) hereof.


 


“Purchaser”
has the meaning set forth in the introductory paragraph hereof.


 


2

















 


“Register,”
“registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement or similar document
with the Commission in compliance with the Securities Act and the declaration
or ordering by the Commission of effectiveness of such registration statement
or document.


 


“Registrable
Stock” means the shares of Parent Common Stock owned by the Purchasers,
whether owned on the date hereof or acquired hereafter by way of stock dividend
or stock split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation as provided below. For purposes of this
Agreement, (i) Registrable Stock shall cease to be Registrable Stock when a
registration statement covering such Registrable Stock has been declared
effective under the Securities Act by the SEC and such Registrable Stock have
been disposed of pursuant to such effective registration statement, and (ii)
Registrable Stock shall cease to be Registrable Stock when such Registrable
Stock may be distributed to the public in a 3 month period pursuant to Rule
144(k) (or any successor provision then in effect) under the Securities Act.


 


“Registration
Expenses” means any and all expenses incident to the performance of or
compliance with any registration or marketing of securities pursuant to Article
2, including (a) the fees, disbursements and expenses of Parent’s counsel and
accountants in connection with this Agreement and the performance of Parent’s
obligations hereunder (including the expenses of any annual audit letters and “cold
comfort” letters required or incidental to the performance of such obligations);
(b) all expenses, including filing fees, in connection with the preparation,
printing and filing of any registration statement, any preliminary prospectus
or final prospectus, any other offering document and amendments and supplements
thereto and the mailing and delivering of copies thereof to any underwriters
and dealers; (c) the cost of printing and producing any agreements among
underwriters, underwriting agreements, selling group agreements and any other
customary documents in connection with the marketing of securities pursuant to
Article 2; (d) all expenses in connection with the qualification of the
securities to be disposed of for offering and sale under state securities laws,
including the reasonable fees and disbursements of counsel for the underwriters
and/or the stockholders in connection with such qualification and in connection
with any “blue sky” and legal investment surveys, including the cost of
printing and producing any such “blue sky” or legal investment surveys;
(e) the filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the securities being
registered pursuant to Article 2; (f) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering; (g) all security engraving and
security printing expenses; (h) all fees and expenses payable in connection
with the listing of the securities on any securities exchange or automated interdealer
quotation system; (i) the costs and expenses of Parent and its officers
relating to analyst or investor presentations, if any, or any “road show”
undertaken in connection with the registration and/or marketing of any shares
of Registrable Stock other than as provided in any underwriting agreement
entered into in connection with such offering; and (j) the reasonable fees and
expenses of no more than one legal counsel to the Purchasers for each
registration statement, as applicable. In no event shall Registration Expenses
be deemed to include (a) underwriting discounts and commissions, brokerage fees
and transfer taxes, if any; or (b) any expenses in connection with any
amendment or supplement to a registration statement or prospectus filed more than
30 days (or in the case of a Shelf Registration Statement, 1 year) after the
Effectiveness Date of such registration statement because a Purchaser has not
effected the


 


3

















 


disposition of the
shares requested to be registered (all such expenses shall be paid by such
Purchaser); provided that the applicable registration statement is continuously
effective during such 30 day period and the trading of Parent Common Stock is
not suspended at any time during such 30 day period.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act as in effect on the date
hereof and such rule as from time to time amended and any successor rule or
regulation under the Securities Act.


 


“Rule 415
Offering” means an offering on a delayed or continuous basis pursuant to
Rule 415 (or any successor rule to similar effect) promulgated under the
Securities Act.


 


“Securities Act”
means the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


“Shelf
Registration Statement” means a registration statement of Parent relating
to a Rule 415 Offering which solely covers the resale of all of the shares of
Registrable Stock held by the Purchasers, on Form S-3 under the Securities Act,
or if not eligible to use Form S-3, such other form, and all amendments and
supplements to such registration statement, on the form under the Securities
Act the Parent is then eligible to use, including post-effective amendments, in
each case including the prospectus contained therein, all exhibits thereto and
all materials incorporated by reference therein.


 


“Transfer”
means any direct or indirect sale, assignment, pledge, transfer, hedge, swap or
other disposition, whether or not for value.


 


All other capitalized
terms not defined herein shall have the meaning set forth in the Merger
Agreement.


 


ARTICLE II


 


REGISTRATION


 


2.1                                 Shelf
Registration Statement.


 


(a)                                  Parent
shall, on the terms and conditions hereinafter provided, use its best efforts
to cause to be filed a Shelf Registration Statement no later than the date
which is 90 days after the date hereof (the “Filing Deadline”), and thereafter
proceed to use its best efforts to cause such Shelf Registration Statement to
be declared effective by the Commission no later than 180 days after the date
hereof (the date on which the Shelf Registration Statement is so declared
effective by the Commission, the “Effectiveness Date”). Subject to the terms of
this Agreement, Parent agrees to prepare and file with the Commission such
amendment and supplement to the Shelf Registration Statement and the prospectus
used in connection therewith and otherwise use commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective from the
Effectiveness Date until the earlier of (i) the first date that all Registrable
Stock covered by the Shelf Registration Statement have been sold or may be sold
in a 3 month period under Rule 144(k); or (ii) five (5) years from the
date the Shelf Registration Statement has been declared effective by the
Commission; provided, that such five-year period shall be extended to


 


4

















 


the extent of any
Blockage Period hereunder and shall be tolled during any period during which a
Default, Delay or postponement under Section 2.2 is continuing. At least five
(5) Business Days prior to the filing, the Shelf Registration Statement (and
each amendment thereto, as well any supplement to the prospectus contained
therein) shall be provided to the Purchasers’ legal counsel prior to its filing
with or other submission to the Commission and such legal counsel shall have a
reasonable opportunity to review and comment on such Shelf Registration
Statement.


 


(b)                                 Adjustment.
  If at any time the outstanding shares
of Registrable Stock as a class shall have been increased, decreased, changed
into or exchanged for a different number or class of shares or securities as a
result of a reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, combination or exchange of shares or other
similar change in capitalization, then an appropriate and proportionate
adjustment shall be made to the number of shares of such stock to be registered
on the Shelf Registration Statement.


 


(c)                                  Notice
of Intended Use of Prospectus.   If,
at any time on or after the Effectiveness Date, any Purchaser intends to use or
deliver the prospectus forming a part of the Shelf Registration Statement (or
any prospectus supplement or amendment thereto) in connection with any offer or
sale of shares of Registrable Stock covered thereby, such Purchaser shall first
give written notice thereof to Parent at least five (5) Business Days prior to
the first date such prospectus or prospectus supplement will be used or
delivered by such Purchaser in connection with such offer or sale. If
applicable, by the close of business on the Business Day following its receipt
of such notice, Parent shall provide a Blockage Notice to such Purchaser of any
blockage of registration rights pursuant to Section 2.5(c).


 


(d)                                 Default.
  If a Shelf Registration Statement filed
or required to be filed hereunder is not declared effective by the Commission
within 180 days after the date hereof (either such failure or breach referred to
as a “Default”), then in addition to any other rights Purchasers may have
hereunder or under applicable law, on each monthly anniversary (or on the date
on which such Default has been cured in the event such Default has been cured
prior to any such monthly anniversary) of each Default date until such time as
the Default has been cured, the Parent shall pay to each Purchaser an amount in
cash, as liquidated damages and not as a penalty, equal to 0.5% of the
aggregate proceeds received by the Parent from such Purchaser pursuant to the
Purchase Agreement. 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
a Default. Notwithstanding the foregoing, no Default shall have occurred if
Parent’s failure to file a Shelf Registration Statement by the Filing Date, or
if the failure of the Shelf Registration Statement to be declared effective by
the Commission by the Effectiveness Date, is primarily the result of (i) the
failure of a Purchaser to timely provide information for the Shelf Registration
Statement (unless such failure is a result of information reasonably requested
by Parent but not required under applicable law) or (ii) a query by the
Commission respecting any Purchaser, (iii) a Blockage Notice pursuant to
Section 2.5(c), or (iv) a postponement pursuant to Section 2.2.


 


(e)                                  Delay.
  After the Effectiveness Date, if (i) a
Shelf Registration Statement ceases for any reason to remain continuously
effective as to all Registrable Stock for which it is required to be effective,
or (ii) the Purchasers are not permitted to utilize the Prospectus therein
to resell such Registrable Stock, for more than an aggregate of 45 calendar
days during any of


 


5

















 


365-day period (either
such occurrence referred to as a “Delay”), then in addition to any other rights
the Purchasers may have hereunder or under applicable law, on each monthly
anniversary (or on the date on which such Delay has been cured in the event
such Delay has been cured prior to any such monthly anniversary) of each Delay
date, until such time as the Delay has been cured, the Parent shall pay to each
Purchaser an amount in cash, as liquidated damages and not as a penalty, equal
to 1.0% of the aggregate proceeds received by the Parent with respect to such
Purchaser pursuant to the Purchase Agreement. 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 a Delay. Notwithstanding the foregoing, no Delay
shall be deemed to have occurred if the Delay is primarily caused by (i) any
Purchaser, (ii) a Blockage Notice pursuant to Section 2.5(c), or (iii) a
postponement pursuant to Section 2.2.


 


2.2                                 Postponement.
  Parent shall be entitled to postpone
for a period of time of up to thirty (30) days from the Filing Deadline, the
filing of the Shelf Registration Statement, if Parent furnishes to the
Purchasers, an officer’s certificate executed by the Chief Executive Officer or
Chief Financial Officer of Parent (“Officer’s Certificate”) (subject to the
Purchasers entering into a customary confidentiality obligation as to such
information, which the Purchasers hereby agree to do) stating that Parent or
any of its subsidiaries is engaged in confidential negotiations or other
confidential business activities (or any such executive officer determines that
Parent is at such time otherwise in possession of material non-public
information with respect to Parent or any of its subsidiaries), disclosure of
which, upon the advice of Parent’s legal counsel, would be required by
applicable law in such registration statement, and Parent determines in good
faith that such disclosure would be adverse to Parent or its stockholders other
than the Purchasers along with an approximation of the anticipated delay. Any
such postponement of the filing of a registration statement pursuant to this
Section 2.2 shall be lifted not later than the thirtieth (30th) day after
expiration of the Filing Deadline, and notice to the Purchasers shall promptly
be given and the registration statement shall be filed forthwith.


 


2.3                                 Piggyback
Underwritten Offerings  


 


(a)                                  Right
to Piggyback.   In the event that
Parent shall seek to undertake an underwritten registered offering of Parent
Common Stock, whether or not for sale for its own account (except in the case
of an offering registered on Form S-4 or Form S-8 (or any successor form of
either) for the registration of securities to be offered in a transaction of the
type referred to in Rule 145 of the Securities Act or to be offered to
directors, officers and employees of and/or consultants to Parent or any of its
subsidiaries), it shall give the Purchasers written notice (the “Piggyback
Notice”) at least thirty (30) Business Days before the initial filing with the
Commission, which notice shall set forth the intended method of disposition of
the securities proposed to be registered by the Parent and of the rights of the
Purchasers under this Section 2.3. Subject to the terms and conditions hereof,
such notice shall offer each Purchaser the opportunity to include in such
registration statement such number of shares of Registrable Stock as such
Purchaser may request (subject to Section 2.3(c)).


 


(b)                                 Notice
of Participation in Piggyback Offerings.   Each Purchasers shall advise Parent in
writing within ten (10) Business Days after the date of receipt of a Piggyback
Notice, specifying the number of shares of Registrable Stock, if any, each such
Purchaser seeks to include in such underwritten offering. Parent shall
thereupon include in such underwritten


 


6

















 


offering the number of
shares of Registrable Stock so requested by such Purchasers to be included,
subject to Section 2.3(c), and shall use commercially reasonable efforts to
effect the registration under the Securities Act of all shares of Registrable
Stock which Parent has been so requested to register, provided, that if at any
time after giving a written notice of its intention to register any shares of
Registrable Stock and prior to the effective date of the registration statement
filed in connection with such registration, Parent shall determine for any
reason not to undertake an underwritten registered offering, Parent may, at its
election, give written notice of such determination to the Purchasers and
thereupon Parent shall be relieved of its obligation to register such shares of
Registrable Stock.


 


(c)                                  Priority
on Piggyback Offerings.   Subject to
Section 2.3(d), if the managing underwriter of the underwritten offering
pursuant to which shares of Registrable Stock is included pursuant to this
Section 2.3 advises Parent in writing that, in its good faith view, the
inclusion of all or a part of such shares of Registrable Stock in such
registration would be likely to have an adverse effect upon the price, timing
or distribution of the offering and sale of the shares of Parent Common Stock
then contemplated, Parent shall include in such underwritten offering:


 


(i)                                   first,
all the shares of Parent Common Stock that Parent proposes to sell for its own
account; and


 


(ii)                                second,
shares of Registrable Stock (allocated as necessary, on a pro rata basis in
accordance with the number of securities proposed to be included in such registration
by all participating Purchasers), which in the good faith view of such managing
underwriter, can be so sold without so adversely affecting such offering in the
manner described above.


 


(d)                                 Over-allotment
Option.   Notwithstanding anything to
the contrary herein, if in the first underwritten registered offering of Parent
Common Stock by Parent for its own account following the date hereof, the
underwriters of the underwritten offering exercise an over-allotment option
granted by Parent in connection therewith, Parent shall include in such
registration such number of shares of Registrable Stock as such Purchasers may
request, up to the full amount of such over-allotment option, and without
regard to the limitations in Section 2.3(c) hereof.


 


2.4                                 Expenses.
  Except as provided herein, Parent shall
pay all Registration Expenses under this Article 2 with respect to a particular
offering (or proposed offering). Each Purchaser shall bear the fees and
expenses of its own counsel, other than the reasonable fees and expenses of no
more than one legal counsel to the Purchasers for each registration statement,
as well as all underwriting discounts and commissions, brokerage fees and
taxes.


 


2.5                                 Registration
Procedures.


 


(a)                                  Actions
to be Taken by Parent.   If and when
Parent is required to effect the registration of any shares of Registrable
Stock under the Securities Act as provided in Sections 2.1 or 2.3, Parent shall
as promptly as practicable, but subject to the other provisions of this
Agreement:


 


7

















 


(i)                                     prepare
and file with the Commission a registration statement on any appropriate form
under the Securities Act with respect to such shares of Registrable Stock and
thereafter use its best efforts to cause such registration statement to become
effective as promptly as practicable under the circumstances and in respect of
Section 2.1, to remain effective for the period set forth in Section 2.1(a);


 


(ii)                                  prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until the earlier of such
time as all of such securities have been disposed of in accordance with the
intended methods of distribution thereof.


 


(iii)                               furnish
to Purchasers, promptly after the date on which the applicable registration
statement becomes effective, such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), any
documents incorporated by reference therein and such other documents as
Purchasers may reasonably request in order to facilitate the disposition of the
shares of Registrable Stock owned by Purchasers (it being understood that,
subject to Section 2.3(c) and the requirements of the Securities Act and
applicable state securities laws, Parent consents to the use of the prospectus
and any amendment or supplement thereto by Purchasers in connection with the
offering and sale of the shares of Registrable Stock covered by the registration
statement of which such prospectus, amendment or supplement is a part);


 


(iv)                              use
its commercially reasonable efforts to register or qualify such shares of
Registrable Stock under such other securities or blue sky laws of such
jurisdictions within the United States of America as Purchasers may reasonably
request; use its commercially reasonable efforts to keep each such registration
or qualification (or exemption therefrom) effective during the period in which
such registration statement is required to be kept effective and take any other
action which may be reasonably necessary or advisable to enable Purchasers to
consummate the disposition in such jurisdictions of the shares of Registrable
Stock being disposed of by Purchasers, provided, however, that Parent will not
be required to (A) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subparagraph, or (B)
subject itself to taxation in or consent to general service of process in any
such jurisdiction where it would not otherwise be subject to taxation or
consent to general service of process but for this subparagraph;


 


(v)                                 promptly
notify the Purchasers (A) when the registration statement, any prospectus or
any prospectus supplement or post-effective amendment has been filed and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (B) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption
from qualification of any of the shares of Registrable Stock under state
securities or “blue sky” laws or the initiation of any proceedings for
that purpose and (C) of the happening of any event which makes any statement made
in a registration statement or related prospectus untrue or which requires the
making of any changes in such registration statement, prospectus or documents
so that they will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or


 


8

















 


necessary to make the statements therein not
misleading (or with respect to the prospectus, in light of the circumstance
under which such statements were made), and, subject to Section 2.5(c),
as promptly as reasonably practicable thereafter, prepare and file with the
Commission and furnish a supplement or amendment to such prospectus so that, as
thereafter deliverable to the Purchasers of such shares of Registrable Stock,
such prospectus will not contain any untrue statement of a material fact or
omit a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Parent
notifies the Purchasers to suspend the use of the prospectus until the
requisite changes to the prospectus have been made, then the Purchasers shall
suspend use of such prospectus and use their reasonable efforts to return to
the Parent all copies of such prospectus other than permanent file copies then
in the Purchasers’ possession;


 


(vi)                              if
requested by the Purchasers, promptly incorporate in a prospectus supplement or
post-effective amendment such information as the Purchasers reasonably request
to be included therein and promptly make all required filings of such
prospectus supplement or post-effective amendment; provided, however, any
expenses in connection with such filing shall be borne by the Purchasers if
Parent would not otherwise be required to prepare such filing but for the
provisions of this paragraph;


 


(vii)                           as
promptly as reasonably practicable after the filing with the Commission of any
document which is incorporated by reference into a registration statement (in
the form in which it was incorporated), deliver copies of each such document to
the Purchasers;


 


(viii)                        cooperate
with the Purchasers to facilitate the timely preparation and delivery of
certificates (which shall not bear any restrictive legends unless required
under applicable law) representing securities sold under any registration
statement, and enable such securities to be in such denominations and
registered in such names as the Purchasers may request and keep available and
make available to Parent’s transfer agent prior to the effectiveness of such
registration statement a supply of such certificates;


 


(ix)                                cause
the shares of Registrable Stock included in any registration statement to be
listed on each United States securities exchange, if any, on which the Parent
Common Stock is then listed;


 


(x)                                   provide
a transfer agent and registrar for all shares of Registrable Stock registered
hereunder and provide a CUSIP number for the shares of Registrable Stock
included in any registration statement not later than the effective date of
such registration statement;


 


(xi)                                cooperate
with the Purchasers and their counsel in connection with any filings required
to be made with the NASD;


 


(xii)                             during
the period when the prospectus is required to be delivered under the Securities
Act, promptly file all documents required to be filed with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;


 


(xiii)                          notify
Purchasers promptly of any request by the Commission for the amending or
supplementing of such registration statement or prospectus or for additional
information;


 


9

















 


(xiv)                         prepare
and file with the Commission as promptly as reasonably practicable any
amendments or supplements to such registration statement or prospectus which,
in the opinion of counsel for Parent, is required in connection with the
distribution of the shares of Registrable Stock;


 


(xv)                            advise
the Purchasers, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of such registration statement or the initiation or threatening
of any proceeding for such purpose and 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;


 


(xvi)                         use best
efforts to obtain from its counsel a legal opinion or opinions in customary
form for delivery to the Purchasers authorizing the transfer agent to remove
the restrictive legend on the Effectiveness Date;


 


(xvii)                      provide to
each Purchaser and its representatives, if requested, the opportunity to
conduct a reasonable inquiry of the Parent’s financial and other records during
normal business hours and make available its officers, directors and employees
for questions regarding information which such Purchaser may reasonably request
in order to fulfill any due diligence obligation on its part; and


 


(xviii)                   if requested a
reasonable time in advance, permit counsel for the Purchasers to review the
Shelf Registration Statement and all amendments and supplements thereto, and
any comments made by the staff of the Commission and the Parent’s responses
thereto, within a reasonable period of time prior to the filing thereof with
the Commission (or, in the case of comments made by the staff of the
Commission, within a reasonable period of time following the receipt thereof by
the Company);and


 


(xix)                           in the
event of an underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering.


 


(b)                                 Information
to be Provided by Purchasers.   It
shall be a condition precedent to the obligation of the Parent to take any
action pursuant to this Agreement in respect of the shares which are to be
registered at the request of any Purchaser that such Purchaser shall furnish to
the Parent such information regarding the shares held by such Purchaser and the
intended method of disposition thereof as the Parent shall reasonably request
in connection with the action taken by the Parent.


 


(c)                                  Blockage
Period.   If (i) there has been or
there is pending a development or change in the business, affairs or prospects
of Parent or any of its subsidiaries; (ii) Parent’s counsel has advised Parent
in writing that such development or change should be disclosed in any
registration statement, the prospectus included therein, or an amendment or
supplement thereto in order to ensure that the registration statement and such
prospectus, as amended or supplemented, will not contain any misstatement 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 (or with


 


10

















 


respect to the
prospectus, in light of the circumstance under which such statements were
made); or (iii) in the good faith judgment of the officers or directors of
Parent, disclosure of such development or change would either (x) have an
adverse effect on the business or operations of Parent or (y) if the disclosure
otherwise relates to a material financing or acquisition of assets which has
not yet been disclosed and such disclosure would have a adverse effect on the
likelihood of consummating such transaction, then Parent may deliver written
notification to the Purchasers that shares of Registrable Stock may not be sold
pursuant to the registration statement (a “Blockage Notice”). Parent shall have
no obligation to include in any such notice any reference to or description of
the facts based upon which the Parent is delivering such notice. Parent shall
delay during such Blockage Period the filing or effectiveness of any
registration statement required pursuant this Agreement. No Purchaser shall
sell any shares of Registrable Stock pursuant to any registration statement for
the period (the “Blockage Period”) beginning on the date such Blockage Notice
was received by such Purchaser and ending on the date on which Parent notifies
the Purchasers that the Blockage Period has ended, which Blockage Period shall
not exceed an aggregate of thirty (30) days in any calendar year, provided,
that such Blockage Period shall be extended for any period, not to exceed
fifteen (15) days in any calendar year, during which the Commission is
reviewing any proposed amendment to the Shelf Registration. Parent agrees
promptly to notify the Purchasers if the circumstances giving rise to such
Blockage Period no longer apply. Parent shall promptly prepare and file any
amendment or supplement to the registration statement or the prospectus
included therein necessary so that at the conclusion of the Blockage Period,
the registration statement and the prospectus included therein do not contain
any misstatements 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
(or with respect to the prospectus, in light of the circumstance under which
such statements were made) and notify the Purchasers of such amendment or
supplement and of the conclusion of the Blockage Period. 


 


(d)                                 Notwithstanding
the other provisions of this Agreement, Parent shall not be obligated to
register the Registrable Stock of any Purchaser (i) if such Purchaser or any
underwriter of such Registrable Stock shall fail to furnish to the Parent
necessary information in respect of the distribution of such Registrable Stock,
or (ii) in the case of a registration statement other than the Shelf
Registration Statement, if such registration involves an underwritten offering,
such Registrable Stock are not included in such underwritten offering on the
same terms and conditions as shall be applicable to the other securities being
sold through underwriters in the registration or such Purchaser fails to enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwritten offering. If any Purchaser of
Registrable Stock disapproves of the terms of such underwriting, such Purchaser
may elect to withdraw all its Registrable Stock by written notice to the
Parent, the managing underwriter and the other Purchasers participating in such
registration. The securities so withdrawn shall also be withdrawn from
registration. In addition, each Purchaser agrees to enter into a customary
lock-up agreement with the managing underwriter for an offering; provided that
all other holders of Registrable Stock participating in such offering (other
than holders of less than 5% of the total shares participating in the offering)
also agree to enter into customary lock-up agreements, and provided that the
Company shall use reasonable best efforts to cause all holders participating in
such offering to execute such lock-up agreement.


 


11

















 


2.6                                 Indemnification.


 


(a)                                  Indemnification
by Parent.   Parent agrees to
indemnify and reimburse, the Purchasers and their respective employees,
advisors, agents, representatives, officers, and directors and each Person who
controls a Purchaser (within the meaning of the Securities Act or the Exchange
Act) (collectively, the “Purchaser Affiliates”) (as the case may be), against
any and all losses, claims, damages, liabilities, judgments and expenses, joint
or several (including reasonable attorneys’ fees and disbursements, subject to
Section 2.6(c)) based upon, arising out of, related to or resulting from any
untrue or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or any
omission or alleged omission of 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 or any violation or alleged violation by
Parent of the Securities Act, the Exchange Act or any state securities laws
(including any rule or regulation promulgated thereunder) and shall reimburse
each Purchaser, such Purchaser’s employees, advisors, agents, representatives,
officers, and directors, such participating person or controlling person (as
the case may be) for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that Parent shall not be liable in any
such case to the extent that such statements are made in reliance upon and in
conformity with information furnished in writing to Parent by any Purchaser or
any Purchaser Affiliate for use therein or arise from any Purchasers’ or any
Purchaser Affiliate’s failure to deliver a copy of the registration statement
or prospectus or any amendments or supplements thereto after Parent has
furnished such Purchaser or such Purchaser Affiliate with a sufficient number
of copies of the same; provided, further, that the indemnity agreement
contained in this Section 2.6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Parent which consent shall
not be unreasonably withheld, conditioned or delayed; and provided further that
the indemnification shall not apply to losses, claims, damages or liabilities
attributable to a failure of a Purchaser, underwriter or other Person acting on
the Purchaser’s behalf to comply with a Blockage Notice.


 


(b)                                 Indemnification
by the Purchasers.   In connection with any registration statement
in which Purchasers are participating, each Purchaser will furnish to Parent in
writing such information as Parent reasonably requests for use in connection
with any such registration statement or prospectus and, each Purchaser will
severally and not jointly indemnify and reimburse Parent and its employees,
advisors, agents, underwriter, investment advisors, representatives, officers
and directors and each Person who controls Parent (within the meaning of the
Securities Act or the Exchange Act) against any and all losses, claims,
damages, liabilities, judgments and expenses, joint or several (including
reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based
upon, arising out of, related to or resulting from any untrue or alleged untrue
statement of a material fact contained in such registration statement,
prospectus, or such preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of 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 (but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission or violation or alleged violation is contained in any
information so furnished in writing by such Purchaser or an Affiliate of such
Purchaser expressly for inclusion


 


12
















 


in such registration statement) or any violation or
alleged violation by such Purchaser of the Securities Act, the Exchange Act or
any state securities laws (including any rule or regulation promulgated
thereunder), and shall reimburse the Parent, such Parent’s employees, advisors,
agents, representatives, directors and officers, such participating person or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Purchasers shall not be liable in
any such case to the extent that prior to the filing of any such registration
statement (or amendment thereof) or prospectus or supplement thereto, the
relevant Purchaser furnished in writing to Parent information expressly for use
in such registration statement (or any amendment thereof) or prospectus or
supplement thereto which corrected or made not misleading information
previously furnished to Parent; provided, further, that the indemnity agreement
contained in this Section 2.6(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the relevant Purchaser, which
consent shall not be unconditionally withheld, conditioned or delayed, as
applicable; and provided, further, that in no event shall any Purchaser’s
liability hereunder exceed the net proceeds received by such Purchaser with
respect to the Registrable Stock sold by such Purchaser in the applicable
offering.


 


(c)                                  Notice
of claims, etc.   Each party
indemnified under Section 2.6(a) and Section 2.6(b) above shall, promptly after
receipt of notice of a claim or action against such indemnified party in
respect of which indemnity may be sought hereunder, notify the indemnifying
party in writing of the claim or action and the indemnifying party shall assume
the defense thereof, including the employment of counsel reasonably
satisfactory to such indemnified party, and shall assume the payment of all
fees and expenses in connection therewith; provided that the failure of any
indemnified party so to notify the indemnifying party shall not relieve the
indemnifying party of its obligations hereunder except to the extent that the indemnifying
party is materially prejudiced by such failure to notify, but the omission so
to notify the indemnifying party will not relieve it of any liability it may
have to any indemnified party otherwise under this Section 2.6 hereof. It is
understood that the indemnifying party shall not, in connection with any claim
or action or related proceeding in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to one local counsel) at any time for all such indemnified parties. In
any such action, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the sole expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel, (ii) the
indemnifying party shall have failed to assume the defense of such action or
engage counsel reasonably satisfactory to the indemnified party or (iii) have been
advised by such counsel that representation of both parties by the same counsel
would be inappropriate due to material differing interests between them or
there may be one or more legal defenses available to the indemnified party that
are different from or additional to those available to such the indemnified
party. In the case of any such separate firm for the Purchasers as indemnified
parties, such firm shall be designated in writing by the indemnified party or
the indemnified parties holding a majority of the shares of Registrable Stock
included in such registration. No indemnifying party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld, conditioned or delayed.


 


13

















 


(d)                                 Contribution.
  Each party hereto agrees that, if for
any reason the indemnification provisions contemplated by Section 2.6(a) or
Section 2.6(b) are unavailable to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, judgments or expenses (or actions
in respect thereof) referred to therein, 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, claims,
liabilities, judgments or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted
in the losses, claims, damages, liabilities, judgments or expenses 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 the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact 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 statement or omission; provided that in no event shall the
obligation of any indemnifying party to contribute under this Section 2.6(d)
exceed the amount that such indemnifying party would have been obligated to pay
by way of indemnification if the indemnification provided for under Section
2.6(a) or Section 2.6(b) had been available under the circumstances. The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 2.6(d) were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 2.6(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages,
liabilities, or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except
as provided in Section 2.6(c), defending any such action or claim. The
Purchasers’ obligation to contribute pursuant to this Section 2.6(d) are
several and not joint. 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. If indemnification is available under this Section 2.6, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 2.6(a) and Section 2.6(b) without regard to the relative
fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.6(d).


 


(e)                                  Survival
of Indemnification and Contribution. The indemnification and contribution
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, director, or controlling Person of such indemnified party.


 


2.7                                 Rule
144.   Parent shall use commercially
reasonable efforts to ensure that the conditions to the availability of Rule
144 set forth in paragraph (c) thereof shall at all times be satisfied in order
to permit resales of the Registrable Stock by the Purchasers thereunder. In
addition to and not in limitation of the foregoing, Parent shall (i) make and
keep public information available, as those terms are understood and defined in
Rule 144, until the earlier of (A) one-year after such date as all of the
Purchasers’ Registrable Stock may be resold pursuant to Rule 144(k) or (B) such
date as all of the Purchasers’ Registrable Stock shall have been resold; (ii)
file with the Commission in a timely manner all reports and other documents
required of the Parent under the Exchange Act; and (iii) furnish to each
Purchaser upon request, as long as the Purchaser owns


 


14

















 


any Registrable Stock, (A) a written statement by the
Parent that it has complied with the reporting requirements of the Exchange
Act, and (B) such information other than publicly-available SEC filings filed
via EDGAR as may be reasonably requested in order to avail such Purchaser of
any rule or regulation of the Commission that permits the selling of any such
Registrable Stock without registration.


 


ARTICLE III


 


LEGENDS


 


3.1                                 Legend.
  The stock certificates for the shares
of Registrable Stock shall bear the following legend: 


 


“The shares represented by this certificate are subject to certain
obligations and restrictions as set forth in a registration rights agreement,
dated as of October    , 2007, as it may thereafter be amended,
supplemented or modified, and may not be sold or transferred except in
accordance therewith. A copy of such registration rights agreement is on file
at the principal executive offices of the issuer and may be obtained upon
request.”


 


3.2                                 Removal
of Legend.   Upon receipt of a
written opinion of counsel reasonably satisfactory to Parent confirming that
either (i) the shares of Registrable Stock have ceased to be subject to any
obligations or restrictions set forth in this Agreement or (ii) shares of
Registrable Stock are being Transferred in accordance with, and shall not be
subject to any Transfer restrictions after such Transfer pursuant to, the terms
and conditions of this Agreement, Parent shall, upon a Purchaser’s written
request, issue to such Purchaser a new certificate evidencing such shares of
Registrable Stock without the legend required by Section 3.1.


 


ARTICLE IV


 


TERMINATION


 


4.1                                 Termination.
  The provisions of this Agreement shall
terminate as to a particular Purchaser at such time as such Purchaser no longer
holds any shares of Registrable Stock. Section 2.6 shall survive any termination
of this Agreement; provided, that Parent shall remove from any registration
statement or prospectus (and any and all amendments and supplements thereto)
any and all information relating to a Purchaser that no longer holds any shares
of Registrable Stock promptly following any request to do so by such Purchaser.


 


ARTICLE V


 


MISCELLANEOUS


 


5.1                                 Notices.
  All notices and other communications
under this Agreement shall be in writing and shall be deemed given (i) when
delivered personally by hand (with written confirmation of receipt), (ii) when
sent by facsimile (with written confirmation of transmission) or (iii) one
Business Day following the day sent by overnight courier (with written
confirmation of receipt),


 


15

















 


in each case at the following addresses and facsimile
numbers (or to such other address or facsimile number as a party may have
specified by notice given to the other party pursuant to this provision):


 


(a)                                  if
to HSW International, Inc. to:


 


One Capital City
Plaza


3350 Peachtree
Road, Suite 1500


Atlanta, GA  30326


Attention:  Chief Executive Officer


Fax: (404)
760-3458


 


with a copy (which
shall not constitute notice) to:


 


Greenberg Traurig, LLP


3290 Northside Parkway,
N.W., Suite 400


Atlanta, GA  30327


Attn:    James S. Altenbach, Esq.


Fax:     (678)
553-2188


 


(b)                                 if
to the Purchasers, to:


 


To the address listed on the signature page hereto.


 


5.2                                 Governing
Law.   This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, applicable to contracts executed in and to be performed entirely within
that State.


 


5.3                                 Submission
to Jurisdiction.   All actions and
proceedings arising out of or relating to this agreement shall be heard and
determined exclusively in any New York state or federal court sitting in the
Borough of Manhattan of the City of New York. The parties hereto hereby (a)
submit to the exclusive jurisdiction of any state or federal court sitting in
the Borough of Manhattan of the City of New York for the purpose of any action
arising out of or relating to this agreement brought by any party hereto, and
(b) irrevocably waive, and agree not to assert by way of motion, defense, or
otherwise, in any such action, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that the action is brought in an
inconvenient forum, that the venue of the action is improper, or that this
agreement or the transaction may not be enforced in or by any of the
above-named courts. Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law any right it may have to a trial by jury
with respect to any litigation directly or indirectly arising out of, under or
in connection with this agreement or the transaction. Each of the parties
hereto (a) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the others hereto have been induced to enter into this agreement
and the transaction, as applicable, by, among other things, the mutual waivers
and certifications in this section 5.3.


 


16

















 


5.4                                 Successors
and Assigns.   Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned, in
whole or in part, by operation of Law or otherwise, by any of the parties
without the prior written consent of the other parties; provided, however, any
Purchaser may assign its interest to its partners, limited partners or
Affiliates without the consent of the Parent. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and permitted
assigns.


 


5.5                                 Amendment
and Waivers.   No failure or delay on
the part of Parent or Purchasers in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The
remedies provided for herein are cumulative and are not exclusive of any remedies
that may be available to Parent or Purchaser at law or in equity or otherwise. Any
provision of this Agreement may be amended, supplemented, modified or waived
if, but only if, such amendment, supplement, modification or waiver is in
writing and is signed by all the parties hereto.


 


5.6                                 Severability.
  If any term or other provision of this
Agreement is invalid, illegal, or incapable of being enforced by any law or
public policy, all other terms or provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


 


5.7                                 Counterparts.
  This Agreement may be executed in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. This Agreement may be executed by
facsimile or other electronic means. 


 


5.8                                 Entire
Agreement.   This Agreement
(including the Schedule attached hereto) constitutes the entire agreement, and
supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof and thereof and, except as provided in Section 5.4 hereof, is not
intended to and shall not confer upon any Person other than the parties any
rights or remedies hereunder. The parties agree that time is of the essence
with respect to the performance of all obligations provided in this Agreement
and effectuation of the transactions contemplated thereby.


 


5.9                                 Specific
Enforcement.   The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any New York
State Court sitting in the borough of Manhattan in the city of New York or any
Federal Court sitting in the borough of 


 


17

















 


Manhattan in the city of New York, this being in
addition to any other remedy to which they are entitled at law or in equity.


 


5.10                           Rules
of Construction.   Unless the context
otherwise requires, the singular shall include the plural and vice-versa, each
pronoun in any gender shall include all other genders, and provisions apply to
successive events and transactions. The words “hereof”, “hereby”, “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
word “including” or any variation thereof means “including, without limitation”
and shall not be construed to limit any general statement that it follows to
the specific or similar items or matters immediately following it. The titles
and headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.


 


5.11                           Other
Investors.   Each of the Purchasers
hereby acknowledges that on or after the date hereof the Parent may, from time
to time, with the approval of the Board, offer and sell shares of Series B
Preferred Stock to various purchasers who may become “Purchasers” under this
Agreement by executing an Agreement to be Bound hereto in substantially the
form of Exhibit “A” hereto. Upon such execution and delivery, such purchaser
shall be deemed to be a Purchaser for all purposes of this Agreement and the
Parent shall amend Schedule 1 hereto to reflect such additional Purchasers.


 


[Remainder of Page Intentionally Left Blank]


 


18

















 


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


 


	
   

  	
  HSW
  International, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bradley Zimmer

  	
   

  
	
   

  	
  Name:

  	
  Bradley
  Zimmer

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  ASHFORD
  CAPITAL MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Theodore H. Ashford III

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name: Theodore
  H. Ashford

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:   Chairman
  & C.E.O.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  HARVEST
  2004, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard
  A. Horstmann

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name: Richard
  A. Horstmann

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:   Managing
  Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  ZEKE,
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Edward N. Antoian

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name: Edward
  N. Antoian

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:   General
  Partner

  	
   

  
																



 


 


[Signatures continued on following page]


 


19

















 


[Signature page to Registration Rights
Agreement, continued]


 


 


	
  Address:

  	
   

  	
   

  	
  CHILTON
  INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
  Attention:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  CHILTON
  QP INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
  Attention:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  CHILTON
  INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
  Attention:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  CHILTON
  NEW ERA PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
  Attention:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
   

  	
  Name:

  	
  Norman
  B. Champ, III

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
										



 


 


[signatures continued on following page]


 


20

















 


[signature page to Registration Rights
Agreement, continued]


 


	
  Address:

  	
   

  	
   

  	
  CHILTON
  NEW ERA INTERNATIONAL, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
  Attention:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHILTON
  SMALL CAP PARTNERS, L.P.

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHILTON
  SMALL CAP INTERNATIONAL,

  L.P.

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  By:  Chilton Investment Company, LLC

  
	
   

  	
   

  	
  Its:  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Norman B. Champ, III

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name: Norman
  B. Champ, III

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:   Executive
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SMALLCAP
  WORLD FUND, INC.

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  By:  Capital Research and Management Company

  
	
   

  	
   

  	
  Its:  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Cathy Ward

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name:

  	
   Cathy
  Ward

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:

  	
     Senior
  Vice President

  	
   

  
												



 


 


[signatures continued on following page]


 


21

















 


[Signature page to Registration Rights Agreement, continued]


 


	
   

  	
  AMERICAN
  FUNDS INSURANCE SERIES -

  GLOBAL SMALL CAPITALIZATION FUND

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  By:  Capital Research and Management Company

  
	
   

  	
   

  	
  Its:  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Cathy Ward

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Name:

  	
   Cathy
  Ward

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
  Title:

  	
     Senior
  Vice President

  	
   

  
											



 


22

















 


Schedule I


 


PURCHASERS


 


ASHFORD CAPITAL MANAGEMENT, INC.


 


HARVEST 2004, LLC


 


CHILTON INVESTMENT PARTNERS, L.P.


 


CHILTON QP INVESTMENT PARTNERS, L.P.


 


CHILTON INTERNATIONAL, L.P.


 


CHILTON NEW ERA PARTNERS, L.P.


 


CHILTON NEW ERA INTERNATIONAL, L.P.


 


CHILTON SMALL CAP PARTNERS, L.P.


 


CHILTON SMALL CAP INTERNATIONAL, L.P.


 


ZEKE, LP


 


SMALLCAP WORLD FUND, INC.


 


AMERICAN FUNDS INSURANCE SERIES - GLOBAL SMALL CAPITALIZATION FUND


 


23