REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 31, 2006, is by
and between VYTERIS HOLDINGS (NEVADA), INC., a Nevada corporation (the "COMPANY"), and
SPENCER TRASK SPECIALTY GROUP, LLC, a Delaware limited liability company (the "INVESTOR").
The Company has agreed, on the terms and subject to the conditions set forth in the Note Purchase Agreement,
dated as of August 31, 2006 (the "NOTE AGREEMENT"), to issue and sell to the Investor named therein the
Note in the form attached to the Note Agreement (the "NOTE").
The Note is convertible into shares (the "REGISTRABLE SHARES") of the Company's common stock, par
value $0.001 per share (the "COMMON STOCK") in accordance with its terms.
In order to induce the Investor to enter into the Note Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and under
applicable state securities laws.
In consideration of the Investor entering into the Note Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Piggyback Registration Statement. If, at any time, the Company proposes to file any registration statement on
Form S-1 or such other appropriate form in accordance with the Securities Act of 1933, as amended (the
"Securities Act") for purposes of a public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the Company, but excluding registration
statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions
under Rule 145 of the Securities Act or initial public offerings) it will give written notice by facsimile or mail, at
least five (5) days prior to the filing of each registration statement, to the Investor of its intention to do so. If the
Investor notifies th