FORM
      OF

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    dated
      as
      of

     

    __________________,
      2007

     

    among

     

    NTR
      ACQUISITION CO.

     

    and

     

    OCCIDENTAL
      PETROLEUM INVESTMENT CO.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	
              SECTION 1.
                DEFINITIONS

            	 	 	
              1

            	 
	
              SECTION 2.
                REGISTRATION RIGHTS

            	 	 	
              4

            	 
	
              SECTION 3.
                MISCELLANEOUS

            	 	 	
              19

            	 


    

    
       

      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of ______________________, 2007, by and among NTR ACQUISITION CO., a Delaware
      corporation (the “Company”)
      and
      OCCIDENTAL PETROLEUM INVESTMENT CO., a California corporation (“Occidental”).
      

     

    WHEREAS,
      Occidental owns [_____] shares (the “Shares”)
      of the
      Company’s Senior Convertible Preferred Stock, $1000 liquidation preference per
      share, par value $0.0001 per share, convertible into the Company’s common stock,
      par value $0.001 per share (the “Common
      Stock,”
      collectively, the “Securities”),
      all
      of which were acquired by private placement; 

     

    WHEREAS,
      Occidental may in certain circumstances and subject to certain transfer and
      other restrictions transfer (or cause to be transferred) some or all of the
      Securities to transferees who, on consummation of such transfer, hold not less
      than 10% of the Securities owned by Occidental on the date hereof (each, a
      “Permitted
      Transferee”);

     

    WHEREAS,
      Occidental and the Company desire to enter into this Agreement to provide
      Occidental with certain rights relating to the registration of the Securities,
      and to provide for any Permitted Transferees who receive Securities from time
      to
      time with the ability to accede to this agreement; 

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises, covenants
      and agreements of the parties hereto, and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows: 

     

    SECTION 1.
      DEFINITIONS

     

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


     

    “Adverse
      Disclosure”
means
      public disclosure of material non-public information, which disclosure, in
      the
      good faith judgment of the chief executive officer or principal financial
      officer of the Company after consultation with counsel to the Company,
      (i) would be required to be made in any Registration Statement or
      prospectus in order for the applicable Registration Statement or prospectus
      not
      to contain any untrue statement of a material fact or omit to state a material
      fact necessary to make the statements therein (in the case of any prospectus
      and
      any preliminary prospectus, in light of the circumstances under which they
      were
      made) not misleading, (ii) would not be required to be made at such time if
      the Registration Statement were not being filed and (iii) the Company has a
bona
      fide
      business
      purpose for not publicly making it. 

    


    “Agreement”
has
      the
      meaning set forth in the preamble hereto. 

     

    
      
        
        

      

      
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    “Business
      Day”
means
      any day, except a Saturday, Sunday or legal holiday on which the banking
      institutions in the City of New York are authorized or obligated by law or
      executive order to close. 

     

    “Common
      Stock”
has
      the
      meaning set forth in the recitals. 

     

    “Company”
has
      the
      meaning set forth in the preamble and shall include the Company’s successors by
      merger, acquisition, reorganization or otherwise. 

     

    “Demand
      Registration”
has
      the
      meaning set forth in Section 2.2(a).
      

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and any successor thereto,
      and
      any rules and regulations promulgated thereunder, all as the same shall be
      in
      effect from time to time. 

     

    “holder”
or
      “holders”
means
      any holder or holders of Registrable Securities who is a party hereto or who
      otherwise agrees in writing to be bound by the provisions of this Agreement
      pursuant to Section 3.3.
      

     

    “Incidental
      Registration”
has
      the
      meaning set forth in Section 2.3(a).
      

     

    “Initial
      Business Combination”
means
      the acquisition by the Company, through a merger, capital stock exchange, asset
      acquisition, stock purchase, reorganization or other similar business
      combination, of one or more businesses or assets in the energy industry.


     

    “Loss”
has
      the
      meaning set forth in Section 2.9(a).
      

     

    “NASD”
means
      the National Association of Securities Dealers, Inc. 

     

    “Occidental”
has
      the
      meaning set forth in the preamble hereto. 

     

    “Permitted
      Transferee”
has
      the
      meaning set forth in the recitals hereto.

     

    “Person”
shall
      be construed as broadly as possible and shall include an individual,
      corporation, association, partnership (including a limited liability partnership
      or a limited liability limited partnership), limited liability company, estate,
      trust, joint venture, unincorporated organization or a government or any
      department, agency or political subdivision thereof.

     

    “Prospectus”
means
      the prospectus included in any Registration Statement, all amendments and
      supplements to such prospectus and all material incorporated by reference in
      such prospectus. 

     

    
      
        
        

      

      
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    “Registrable
      Securities”
means
      the Shares and the shares of Common Stock issuable upon conversion of the Shares
      after the Release Date; provided,
      however,
      that
      any of the foregoing securities shall cease to be Registrable Securities to
      the
      extent that (i) a Registration Statement with respect to their sale has
      been declared effective under the Securities Act and they have been sold,
      transferred, disposed of or exchanged pursuant to such Registration Statement,
      (ii) they have been otherwise transferred pursuant to Rule 144 under the
      Securities Act (or any similar rule or regulation then in force), new
      certificates for them not bearing a legend restricting transfer under the
      Securities Act shall have been delivered by the Company and they may be publicly
      resold without volume or method of sale restrictions without registration under
      the Securities Act or (iii) they have ceased to be outstanding. For
      purposes of this Agreement, the shares of Common Stock issuable upon conversion
      of the Shares shall constitute one “class” of Registrable Securities and the
      Shares shall constitute another class of Registrable Securities; provided
      that
      no
      Registrable Securities shall be part of the relevant class until the Release
      Date. A “percentage” (or a “majority”) of the Registrable Securities or any
      class thereof (or, where applicable, of any other securities) shall be
      determined based on the total number of such securities outstanding at the
      relevant time. 

     

    “Registration”
means
      a
      registration of the Company’s securities for sale to the public under a
      Registration Statement. 

     

    “Registration
      Statement”
means
      any registration statement (other than a registration statement on Form S-4
      or
      Form S-8) of the Company for a public offering of the Company’s securities filed
      with, or to be filed with, the SEC under the rules and regulations promulgated
      under the Securities Act, including the prospectus, amendments and supplements
      to such registration statement, including post-effective amendments, and all
      exhibits and all material incorporated by reference in such registration
      statement. 

     

    “Release
      Date”
means
      the date that is 180 days from the date the Company completes its Initial
      Business Combination.

     

    “SEC”
means
      the Securities and Exchange Commission. 

     

    “Securities”
has
      the
      meaning set forth in the recitals.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and any successor thereto, and any
      rules
      and regulations promulgated thereunder, all as the same shall be in effect
      from
      time to time. 

     

    “Shares”
      has the meaning set forth in the recitals.

     

    “Underwritten
      Offering”
means
      a
      registration in which securities of the Company are sold to an underwriter
      or
      underwriters on a firm commitment basis for reoffering to the public.


    


    1.2.
      General Interpretive Principles.

     

    Whenever
      used in this Agreement, except as otherwise expressly provided or unless the
      context otherwise requires, any noun or pronoun shall be deemed to include
      the
      plural as well as the singular and to cover all genders. The name assigned
      to
      this Agreement and the section captions used herein are for convenience of
      reference only and shall not be construed to affect the meaning, construction
      or
      effect hereof. Unless otherwise specified, the terms “hereof,” “herein,”
“hereunder” and similar terms refer to this Agreement as a whole (including the
      exhibits, schedules and disclosure statements hereto), and references herein
      to
      Sections refer to Sections of this Agreement. Any reference to included items
      shall be understood to be without limitation to the items listed.

     

    
      
        
        

      

      
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    SECTION 2.
      REGISTRATION RIGHTS 

     

    2.1.
      Registrations
      on Form S-3.
      

     

    (a)
      Filing.
      The
      holders of Registrable Securities may at any time and from time to time on
      or
      after the Release Date, request in writing that the Company register the resale
      of any or all of such Registrable Securities on Form S-3 or a successor or
      other
      appropriate, similar short-form registration which may be available at such
      time
      (“Form
      S-3”);
      provided,
      however,
      that
      (i) the Company shall not be obligated to effect such request through an
      Underwritten Offering and (ii) the Company shall not be obligated to effect
      such a request if the Company has within the preceding six (6) months
      effected a registration on Form S-3. Upon receipt of such written request,
      the
      Company will promptly give written notice of the proposed registration to all
      other holders of Registrable Securities, and, as soon as practicable thereafter,
      effect the registration of all or such portion of such holder’s or holders’
Registrable Securities as are specified in such request, together with all
      or
      such portion of the Registrable Securities of any other holder or holders
      joining in such request as are specified in a written request given within
      fifteen (15) business days after receipt of such written notice from the
      Company; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration pursuant
      to
      this Section 2.1:
      (i) if Form S-3 is not available for such offering; or (ii) if the
      holders of the Registrable Securities, together with the holders of any other
      securities of the Company entitled to inclusion in such registration, propose
      to
      sell Registrable Securities at an aggregate offering price to the public of
      less
      than $500,000. Registrations effected pursuant to this Section 2.1
      shall
      not be counted as Demand Registrations effected pursuant to Section 2.2.
      

     

    (b)
      Suspension
      of Registration.
      If the
      filing, initial effectiveness or continued use of Form S-3 at any time would
      require the Company to make an Adverse Disclosure or would require the inclusion
      in such Form S-3 of financial statements that are unavailable to the Company
      for
      reasons beyond the Company’s control, the Company may, upon giving prompt
      written notice of such action to the holders, delay the filing or initial
      effectiveness of, or suspend use of, the Form S-3 for the shortest period of
      time determined in good faith by the Company to be necessary for such purpose.
      In the event the Company exercises its rights under the preceding sentence,
      the
      holders agree to suspend, immediately upon their receipt of the notice referred
      to above, their use of the prospectus relating to the registration on such
      Form
      S-3 in connection with any sale or offer to sell Registrable Securities and
      agree not to disclose to any other Person the fact that the Company has
      exercised such rights or any related facts except as may be required by law,
      rule or stock exchange requirement. The Company shall immediately notify the
      holders on the expiration of any period during which it exercised its rights
      under this Section 2.1(b).
      

     

    
      
        
        

      

      
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    2.2.
      Demand Registrations.
      

     

    (a)
      Demand
      by Holders.
      (i) At any time and from time on or after the applicable Release Date, the
      holders of not less than a majority of any class of the Registrable Securities
      may make a written request to the Company for registration of all or part of
      each such class of Registrable Securities held by those holders; provided
      that the
      estimated market value of the Registrable Securities of all classes to be so
      registered thereunder is at least $500,000 in the aggregate. Any such requested
      registration shall be referred to as a “Demand
      Registration.”
Each
      request for a Demand Registration shall specify the class(es) and aggregate
      amount(s) of Registrable Securities to be registered and the intended methods
      of
      distribution thereof. 

     

    (ii)
      Within five (5) business days following receipt of any request for a Demand
      Registration, the Company shall deliver written notice of such request to all
      other holders of Registrable Securities of the class or classes to be
      registered. Thereafter, the Company shall include in such Demand Registration
      any additional Registrable Securities of each such class which the holder or
      holders thereof have requested in writing be included in such Demand
      Registration; provided
      that all
      such requests have been received by the Company within ten (10) business
      days of the Company’s having sent the applicable notice to such holder or
      holders (each such holder, including the holder of Registrable Securities
      identified in such Demand Registration, a “Demanding
      Holder”).
      All
      such requests shall specify the class and aggregate amount of Registrable
      Securities to be registered and the intended method of distribution. The Company
      may include in such registration additional securities of the class or classes
      of the Registrable Securities to be registered thereunder, including securities
      to be sold for the Company’s own account or for the account of Persons who are
      not holders of Registrable Securities. 

     

    (iii)
      As
      promptly as practicable, and, in any event, within sixty (60) days
      following receipt of a request for a Demand Registration, the Company shall
      file
      a Registration Statement relating to such Demand Registration and thereafter
      the
      Company shall use its reasonable best efforts to cause such Registration
      Statement to be declared effective under the Securities Act. 

     

    (b)
      Limitation
      on Demand Registrations.
      In no
      event shall the Company be required to effect more than two (2) Demand
      Registrations.

     

    (c)
      Demand
      Withdrawal.
      A
      holder may withdraw its Registrable Securities from a Demand Registration at
      any
      time. If all holders withdraw, or holders withdraw Registrable Securities from
      a
      Demand Registration in such amounts that the Registrable Securities of all
      classes that remain covered by the relevant Registration Statement have an
      estimated market value of less than $500,000, the Company shall cease all
      efforts to secure registration and such registration shall be deemed a Demand
      Registration for purposes of Section 2.2(b)
      unless
      the withdrawal is based on the reasonable determination of the Demanding Holders
      that there has been, since the date of such request, a material adverse change
      in the business or prospects of the Company or in general market conditions.
      In
      the event that a withdrawal by Demanding Holders is based upon material adverse
      information relating to the Company that is different from the information
      known
      or reasonably available to the Demanding Holders at the time of their request
      for a Demand Registration, such registration shall not be counted as a Demand
      Registration.

     

    
      
        
        

      

      
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    (d)
      Effective
      Registration.
      The
      Company shall be deemed to have effected a Demand Registration if the applicable
      Registration Statement is declared effective by the SEC and remains effective
      for not less than 180 days (or such shorter period as will terminate when all
      Registrable Securities covered by such Registration Statement have been sold
      or
      withdrawn) plus such number of days as the Company exercises its rights under
      Section
      2.2(e)
      and the
      Company has complied with all of its obligations under this Agreement with
      respect thereto; provided,
      however,
      that
      if, after such Registration Statement has been declared effective, the offering
      of Registrable Securities pursuant to a Demand Registration is interfered with
      by any stop order or injunction of the SEC or any other governmental agency
      or
      court, the Registration Statement with respect to such Demand Registration
      will
      be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii) holders of a majority of the relevant class or classes of Registrable
      Securities thereafter elect to continue the offering; provided,
      further,
      that
      the Company shall not be obligated to file a second Registration Statement
      until
      a Registration Statement that has been filed is counted as a Demand Registration
      or is terminated. 

     

    (e)
      Suspension
      of Registration.
      If the
      filing, initial effectiveness or continued use of a Registration Statement
      in
      respect of a Demand Registration at any time would require the Company to make
      an Adverse Disclosure or would require the inclusion in such Registration
      Statement of financial statements that are unavailable to the Company for
      reasons beyond the Company’s control, the Company may, upon giving prompt
      written notice of such action to the holders, delay the filing or initial
      effectiveness of, or suspend use of, such Registration Statement for the
      shortest possible period of time determined in good faith by the Company to
      be
      necessary for such purpose. In the event the Company exercises its rights under
      the preceding sentence, the holders agree to suspend, immediately upon their
      receipt of the notice referred to above, their use of the prospectus relating
      to
      the Demand Registration in connection with any sale or offer to sell Registrable
      Securities. The Company shall immediately notify the holders of the expiration
      of any period during which it exercised its rights under this Section 2.2(e).
      

     

    (f)
      Underwritten
      Offering.
      If the
      holders of not less than a majority of the Registrable Securities of any class
      that is included in any offering pursuant to a Demand Registration so elect,
      the
      offering of all of the Registrable Securities of that class shall be in the
      form
      of an Underwritten Offering and the right of any holder to include Registrable
      Securities of that class in the Demand Registration shall be conditioned upon
      such holder’s participation in the Underwritten Offering. The holders of a
      majority of the class of Registrable Securities included in such Underwritten
      Offering shall, in consultation with the Company, have the right to select
      the
      managing underwriter or underwriters for the offering, subject to the right
      of
      the Company should it so choose to select one co-managing underwriter reasonably
      acceptable to such holders. All holders proposing to distribute their
      Registrable Securities through such an underwriting shall enter into an
      underwriting agreement in customary form with the underwriter(s) selected for
      such underwriting. 

     

    
      
        
        

      

      
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    (g)
      Reduction
      of Offering.
      If the
      managing underwriter or underwriters of a proposed Underwritten Offering of
      a
      class of Registrable Securities included in a Demand Registration, inform the
      holders of such Registrable Securities and the Company (or the holders of
      Registrable Securities who have requested the Demand Registration in the case
      of
      a Demand Registration that is not being underwritten, inform the Company) in
      writing that, in its or their opinion, the number of securities of such class
      requested to be included in such Demand Registration, including securities
      of
      the Company for its own account or for the account of other Persons who are
      not
      holders of Registrable Securities that the Company desires to sell and any
      securities as to which registration has been requested pursuant to written
      piggy-back registration rights (as described in Section 2.3),
      exceeds the maximum dollar amount or maximum number of securities, as
      applicable, that can be sold in such offering without being likely to have
      a
      significant adverse effect on the price, timing or distribution of the class
      of
      securities offered or the market for the class of securities offered (such
      maximum dollar amount or maximum number of securities, as applicable, the
“Maximum
      Number of Securities”),
      then
      the Company shall include in such registration: 

     

    (i)
      first, Registrable Securities as to which Demand Registration has been requested
      by the Demanding Holders, in an amount up to but not exceeding the Maximum
      Number of Securities (allocated pro
      rata
      among
      the holders who have requested participation in the Demand Registration, based,
      for each such holder, on the percentage derived by dividing (x) the number
      of Registrable Securities of such class which such holder has requested to
      include in such Demand Registration by (y) the aggregate number of
      Registrable Securities of such class which all such holders have requested
      to
      include); 

     

    (ii)
      second, to the extent that the Maximum Number of Securities has not been reached
      under the foregoing clause (i), securities that the Company desires to sell
      that
      can be sold without exceeding the Maximum Number of Securities; 

     

    (iii)
      third, to the extent that the Maximum Number of Securities has not been reached
      under the foregoing clauses (i) and (ii), securities for the account of
      other Persons that the Company is obligated to register pursuant to written
      contractual arrangements with such Persons and that can be sold without
      exceeding the Maximum Number of Securities; and 

     

    (iv)
      fourth, to the extent that the Maximum Number of Securities have not been
      reached under the foregoing clauses (i), (ii), and (iii), securities that other
      security holders of the Company desire to sell that can be sold without
      exceeding the Maximum Number of Securities. 

     

    To
      the
      extent that any Registrable Securities requested to be registered are excluded
      pursuant to the foregoing provisions, the holders shall have the right to one
      additional Demand Registration under this Section 2.2.

     

    
      
        
        

      

      
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    (h)
      Registration
      Statement Form.
      Registrations under this Section 2.2
      shall be
      on such appropriate registration form of the SEC (i) as shall be selected
      by the Company and as shall be reasonably acceptable to the holders of a
      majority of each class of Registrable Securities requesting participation in
      the
      Demand Registration and (ii) as shall permit the disposition of the
      Registrable Securities in accordance with the intended method or methods of
      disposition specified in the applicable holders’ requests for such registration.
      Notwithstanding the foregoing, if, pursuant to a Demand Registration,
      (x) the Company proposes to effect registration by filing a Registration
      Statement on Form S-3, (y) such registration is in connection with an
      Underwritten Offering and (z) the managing underwriter or underwriters
      shall advise the Company in writing that, in its or their opinion, the use
      of
      another form of registration statement (or the inclusion, rather than the
      incorporation by reference, of information in the prospectus related to a
      Registration Statement on Form S-3) is of material importance to the success
      of
      such proposed offering, then such registration shall be effected on such other
      form (or such information shall be so included in such prospectus).


     

    2.3.
      Incidental Registrations (“Piggy-Back” Registrations). 

     

    (a)
      Participation.
      (i) If at any time on or after the Release Date, the Company proposes to
      file a Registration Statement with respect to any offering of its securities
      for
      its own account or for the account of any holders of its securities (or by
      the
      Company and by security holders of the Company, including, without limitation,
      pursuant to Section 2.2),
      other
      than (A) a registration of securities relating solely to an offering and
      sale to employees or directors of the Company pursuant to any employee stock
      plan or other employee benefit plan arrangement, (B) a registration on Form
      S-4 or S-8 or any successor form to such forms, (C) an exchange offer or
      offering of securities solely to the Company’s existing shareholders, (D) 
a dividend reinvestment plan, or (E) solely in connection with a merger,
      consolidation or non-capital raising bona
      fide
      business
      transaction, then, as soon as practicable (but in no event less than ten
      (10) business days prior to the proposed date of filing such Registration
      Statement), the Company shall give written notice of such proposed filing to
      all
      holders of Registrable Securities, which notice shall describe the amount and
      class of securities to be included in such offering, the intended method(s)
      of
      distribution, and the name of the proposed managing underwriter or underwriters,
      if any, of the offering, and such notice shall offer the holders of such
      Registrable Securities the opportunity to register such number of Registrable
      Securities as each such holder may request in writing (an “Incidental
      Registration”).
      Subject to Section 2.3(b),
      the
      Company shall include in such Registration Statement all such Registrable
      Securities requested to be included therein within five (5) business days
      after the receipt by such holder of any such notice, on the same terms and
      conditions as any similar securities of the Company. If at any time after giving
      written notice of its intention to register any securities and prior to the
      effective date of the Registration Statement filed in connection with such
      registration, the Company shall determine for any reason not to register or
      to
      delay registration of such securities, the Company may, at its election, give
      written notice of such determination to each holder of Registrable Securities
      and, (x) in the case of a determination not to register, shall be relieved
      of its obligation to register any Registrable Securities in connection with
      such
      registration, and (y) in the case of a determination to delay registering,
      shall be permitted to delay registering any Registrable Securities for the
      same
      period as the delay in registering such other securities. 

     

    
      
        
        

      

      
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    (ii)
      If
      the offering pursuant to an Incidental Registration is to be an Underwritten
      Offering, then each holder making a request for its Registrable Securities
      to be
      included therein must, and the Company shall use its best efforts to make such
      arrangements with the underwriters so that each such holder may, participate
      in
      such Underwritten Offering on the same terms and conditions as the Company
      and
      other Persons selling securities in such Underwritten Offering. If the offering
      pursuant to such registration is to be on any other basis, then each holder
      making a request for an Incidental Registration pursuant to this Section 2.3(a)
      must
      participate in such offering on such basis. 

     

    (iii)
      Each holder of Registrable Securities shall be permitted to withdraw all or
      part
      of such holder’s Registrable Securities from an Incidental Registration at any
      time; 

     

    (b)
      Reduction
      of Incidental Registration.
      If the
      managing underwriter or underwriters of any proposed Underwritten Offering
      of a
      class of securities included in an Incidental Registration (or in the case
      of an
      Incidental Registration not being underwritten, the Company) informs the holders
      of Registrable Securities of any class sought to be included in such
      registration in writing that, in its or their opinion, the total amount or
      kind
      of securities which such holders and any other Persons intend to include in
      such
      offering exceeds the number which can be sold in such offering without being
      likely to have a significant adverse effect on the price, timing or distribution
      of the class or classes of the securities offered or the market for the class
      or
      classes of securities offered or the Company’s common stock, then the securities
      of each class to be included in such registration shall be allocated as follows:
      

     

    (i)
      if
      the registration is undertaken for the Company’s account: (x) first, the
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Securities and (y) second, to the extent that the
      Maximum Number of Securities has not been reached under the foregoing clause
      (x), securities, if any, including the Registrable Securities, as to which
      registration has been requested pursuant to written contractual incidental
      registration rights of security holders (including this Agreement) that can
      be
      sold without exceeding the Maximum Number of Securities (pro
      rata in
      accordance with the number of shares or other securities which each such Person
      has actually requested to be included in such registration); 

     

    (ii)
      if
      the registration is a demand registration undertaken by Persons with demand
      rights pursuant to a written contractual arrangement other than this Agreement,
      (w) first, securities for the account of the demanding Persons that can be
      sold without exceeding the Maximum Number of Securities, (x) second, to the
      extent that the Maximum Number of Securities has not been reached under the
      foregoing clause (w), securities that the Company desires to sell and that
      can
      be sold without exceeding the Maximum Number of Securities, (y) third, to
      the extent that the Maximum Number of Securities has not been reached under
      the
      foregoing clauses (w) and (x), securities (including the Registrable
      Securities) as to which registration has been requested pursuant to a written
      contractual incidental registration rights of security holders (including this
      Agreement) that can be sold without exceeding the Maximum Number of Securities
      (pro
      rata
      in
      accordance with the number of shares or other securities which each such Person
      has actually requested to be included in such registration), and
      (z) fourth, to the extent that the Maximum Number of Securities have not
      been reached under the foregoing clauses (w), (x) and (y), securities that
      other security holders desire to sell without exceeding the Maximum Number
      of
      Securities. 

     

    
      
        
        

      

      
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    2.4.
      Registration Procedures 

     

    (a)
      In
      connection with the Company’s registration obligations in this Agreement, the
      Company will, subject to the limitations set forth herein, use its reasonable
      best efforts to effect any such registration so as to permit the sale of the
      applicable Registrable Securities in accordance with the intended method or
      methods of distribution thereof as expeditiously as reasonably practicable,
      and
      in connection therewith the Company will:

     

    (i)
      before filing a Registration Statement or prospectus, or any amendments or
      supplements thereto and in connection therewith, furnish to the underwriter
      or
      underwriters, if any, and to the holders of the Registrable Securities included
      in such registration, and such holders’ legal counsel, copies of all documents
      prepared to be filed, which documents will be subject to the review of such
      underwriters and such holders and their counsel and, except in the case of
      an
      Incidental Registration under Section 2.3,
      will
      not file any Registration Statement or prospectus or amendments or supplements
      thereto to which a majority of such holders or the underwriter or underwriters,
      if any, shall reasonably object; 

     

    (ii)
      prepare and file with the SEC such amendments or supplements to the applicable
      Registration Statement or prospectus as may be (A) reasonably requested by
      any participating holder (to the extent such request relates to information
      relating to such holder), (B) necessary to keep such registration effective
      for the period of time required by this Agreement or (C) reasonably
      requested by the holders of a majority of any class of the participating
      Registrable Securities; 

     

    (iii)
      notify the selling holders of Registrable Securities and the managing
      underwriter or underwriters, if any, and (if requested) confirm such advice
      in
      writing, as soon as reasonably practicable after notice thereof is received
      by
      the Company (A) when the applicable Registration Statement or any amendment
      thereto has been filed or becomes effective and when the applicable prospectus
      or any amendment or supplement thereto has been filed, (B) of any written
      comments by the SEC or any request by the SEC or any other federal or state
      governmental authority for amendments or supplements to such Registration
      Statement or prospectus or for additional information, (C) of the issuance
      by the SEC or any other governmental agency or court of any stop order
      suspending the effectiveness of such Registration Statement or any order
      preventing or suspending the use of any preliminary or final prospectus or
      the
      initiation or threat of any proceedings for such purposes and (D) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the Registrable Securities for offering or sale in any
      jurisdiction or the initiation; 

     

    
      
        
        

      

      
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    (iv)
      promptly notify each selling holder of Registrable Securities and the managing
      underwriter or underwriters, if any, when the Company becomes aware of the
      happening of any event as a result of which the applicable Registration
      Statement or prospectus (as then in effect) contains any untrue statement of
      a
      material fact or omits to state a material fact necessary to make the statements
      therein (in the case of the prospectus and any preliminary prospectus, in light
      of the circumstances under which they were made) not misleading or, if for
      any
      other reason it shall be necessary to amend or supplement such Registration
      Statement or prospectus in order to comply with the Securities Act and, in
      either case as promptly as reasonably practicable thereafter, prepare and file
      with the SEC an amendment or supplement to such Registration Statement or
      prospectus which will correct such statement or omission or effect such
      compliance; 

     

    (v)
      make
      every reasonable effort to prevent, or obtain at the earliest possible moment
      the withdrawal of, any stop order with respect to the applicable Registration
      Statement or other order suspending the use of any preliminary or final
      prospectus; 

     

    (vi)
      promptly incorporate in a prospectus supplement or post-effective amendment
      to
      the applicable Registration Statement such information as the managing
      underwriter or underwriters, if any, or the holders of a majority of the
      Registrable Securities of the class being sold agree should be included therein
      relating to the plan of distribution with respect to such Registrable
      Securities; and make all required filings of such prospectus supplement or
      post-effective amendment as soon as reasonably practicable after being notified
      of the matters to be incorporated in such prospectus supplement or
      post-effective amendment; 

     

    (vii)
      furnish to each selling holder of Registrable Securities and each managing
      underwriter, if any, without charge, as many conformed copies as such holder
      or
      managing underwriter may reasonably request of the applicable Registration
      Statement; 

     

    (viii)
      deliver to each selling holder of Registrable Securities and each managing
      underwriter, if any, without charge, as many copies of the applicable prospectus
      (including each preliminary prospectus) as such holder or managing underwriter
      may reasonably request (its being understood that the Company consents to the
      use of the prospectus by each of the selling holders of Registrable Securities
      and the underwriter or underwriters, if any, in connection with the offering
      and
      sale of the Registrable Securities covered by the prospectus) and such other
      documents as such selling holder or managing underwriter may reasonably request
      in order to facilitate the disposition of the Registrable Securities by such
      holder or underwriter; 

     

    (ix)
      on
      or prior to the date on which the applicable Registration Statement is declared
      effective, use its reasonable best efforts to register or qualify such
      Registrable Securities for offer and sale under the securities or “Blue Sky”
laws of each state and other jurisdiction of the United States, as any such
      selling holder or underwriter, if any, or their respective counsel reasonably
      requests in writing, and do any and all other acts or things reasonably
      necessary or advisable to keep such registration or qualification in effect
      so
      as to permit the commencement and continuance of sales and dealings in such
      jurisdictions for as long as may be necessary to complete the distribution
      of
      the Registrable Securities covered by the Registration Statement; provided,
      however,
      that
      the Company will not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action which
      would
      subject it to taxation or general service of process in any such jurisdiction
      where it is not then so subject; 

     

    
      
        
        

      

      
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    (x)
      cooperate with the selling holders of Registrable Securities and the managing
      underwriter, underwriters or agent, if any, to facilitate the timely preparation
      and delivery of certificates representing Registrable Securities to be sold
      and
      not bearing any restrictive legends; 

     

    (xi)
      not
      later than the effective date of the applicable Registration Statement, provide
      a CUSIP number for all Registrable Securities and provide the applicable
      transfer agent with printed certificates for the Registrable Securities which
      certificates shall be in a form eligible for deposit with The Depository Trust
      Company; 

     

    (xii)
      obtain for delivery to the holders of each class of Registrable Securities
      being
      registered and to the underwriter or underwriters, if any, an opinion or
      opinions from counsel for the Company dated the effective date of the
      Registration Statement or, in the event of an Underwritten Offering, the date
      of
      the closing under the underwriting agreement, in customary form, scope and
      substance, at a minimum to the effect that the Registration Statement has been
      declared effective and that no stop order is in effect, which counsel and
      opinions shall be reasonably satisfactory to a majority of the holders of each
      such class and underwriter or underwriters, if any, and their respective
      counsel; 

     

    (xiii)
      in
      the case of an Underwritten Offering, obtain for delivery to the Company and
      the
      underwriter or underwriters, if any, with copies to the holders of Registrable
      Securities included in such registration, such cold comfort letter(s) from
      the
      Company’s independent registered public accounting firm in customary form and
      covering such matters of the type customarily covered by cold comfort letters
      as
      the managing underwriter or underwriters reasonably request; 

     

    (xiv)
      cooperate with each seller of Registrable Securities and each underwriter or
      agent, if any, participating in the disposition of such Registrable Securities
      and their respective counsel in connection with any filings required to be
      made
      with the NASD; 

     

    (xv)
      use
      its reasonable best efforts to comply with all applicable rules and regulations
      of the SEC and make generally available to its security holders, as soon as
      reasonably practicable (but not more than 15 months) after the effective date
      of
      the applicable Registration Statement, an earnings statement satisfying the
      provisions of Section 11(a) of the Securities Act and the rules and
      regulations promulgated thereunder; 

     

    (xvi)
      provide and cause to be maintained a transfer agent and registrar for all
      Registrable Securities covered by the applicable Registration Statement from
      and
      after a date not later than the effective date of such Registration Statement;
      

     

    (xvii)
      cause all Registrable Securities of a class covered by the applicable
      Registration Statement to be listed on each securities exchange on which any
      of
      the Company’s securities of such class are then listed or quoted and on each
      inter-dealer quotation system on which any of the Company’s securities of such
      class are then quoted; 

     

    
      
        
        

      

      
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    (xviii)
      make available upon reasonable notice at reasonable times and for reasonable
      periods for inspection by a representative appointed by the holders of a
      majority of the Registrable Securities of each class covered by the applicable
      Registration Statement, by any managing underwriter or underwriters
      participating in any disposition to be effected pursuant to such Registration
      Statement and by any attorney, accountant or other agent retained by such
      sellers or any such managing underwriter, all pertinent financial and other
      records, pertinent corporate documents and properties of the Company, and cause
      all of the Company’s officers, directors and employees and the independent
      public accountants who have certified its financial statements to make
      themselves available to discuss the business of the Company and to supply all
      information reasonably requested by any such seller, underwriter, attorney,
      accountant or agent in connection with such Registration Statement as shall
      be
      necessary to enable them to exercise their due diligence responsibility (subject
      to the entry by each party referred to in this clause (xviii) into
      customary confidentiality agreements in a form reasonably acceptable to the
      Company); and 

     

    (xix)
      in
      the case of an Underwritten Offering, cause senior executive officers of the
      Company to participate in customary “road show” presentations that may be
      reasonably requested by the managing underwriter in any such Underwritten
      Offering and otherwise to facilitate, cooperate with, and participate in each
      proposed offering contemplated herein and customary selling efforts related
      thereto. 

     

    (b)
      The
      Company may require each selling holder of Registrable Securities as to which
      any registration is being effected to furnish to the Company such information
      regarding the distribution of such Securities and such other information
      relating to such holder and its ownership of the applicable Registrable
      Securities as the Company may from time to time reasonably request and as is
      reasonably required in connection with any registration, qualification or
      compliance referred to in this Agreement. Each holder of Registrable Securities
      agrees to furnish such information to the Company and to cooperate with the
      Company as necessary to enable the Company to comply with the provisions of
      this
      Agreement. The Company shall have the right to exclude any holder that does
      not
      comply with the preceding sentence from the applicable registration.


     

    2.5.
      Underwritten Offerings. 

     

    (a)
      Underwriting
      Agreements.
      If
      requested by the underwriters for any Underwritten Offering requested by holders
      pursuant to Sections
      2.1
      or
2.2,
      the
      Company and the holders of Registrable Securities to be included therein shall
      enter into an underwriting agreement with such underwriters, such agreement
      to
      be reasonably satisfactory in substance and form to the Company, the holders
      of
      a majority of each class of the Registrable Securities to be included in such
      Underwritten Offering and the underwriters, and to contain such terms and
      conditions as are generally prevailing in agreements of that type, including,
      without limitation, indemnities no less favorable to the recipient thereof
      than
      those provided in Section 2.9.
      The
      holders of any Registrable Securities to be included in any Underwritten
      Offering pursuant to Section 2.3
      shall
      enter into such an underwriting agreement at the request of the Company. All
      of
      the representations and warranties and the other agreements by and on the part
      of the Company to and for the benefit of the underwriters included in any such
      underwriting agreement shall also be made to and for the benefit of such
      holders, and any or all of the conditions precedent to the obligations of the
      underwriters under such underwriting agreement shall be conditions precedent
      to
      the obligations of such holders. No holder shall be required in any such
      underwriting agreement to make any representations or warranties to or
      agreements with the Company or the underwriters other than representations,
      warranties or agreements regarding such holder, such holder’s Registrable
      Securities, such holder’s intended method of distribution and any other
      representations required by law. 

     

    
      
        
        

      

      
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    (b)
      Price
      and Underwriting Discounts.
      In the
      case of an Underwritten Offering requested by holders pursuant to Sections
      2.1
      or
2.2,
      the
      price, underwriting discount and other financial terms of the related
      underwriting agreement for each class of Registrable Securities shall be
      determined by the holders of a majority of such class of Registrable Securities.
      In the case of any Underwritten Offering pursuant to Section 2.3,
      such
      price, discount and other terms shall be determined by the Company, subject
      to
      the right of the holders to withdraw their request to participate in the
      registration pursuant to Section 2.3(a)(iii)
      after
      being advised of such price, discount and other terms. 

     

    (c)
      Participation
      in Underwritten Offerings.
      No
      Person may participate in an Underwritten Offering unless such Person
      (i) agrees to sell such Person’s securities on the basis provided in the
      underwriting arrangements approved by the Persons entitled to approve such
      arrangements and (ii) completes and executes all questionnaires, powers of
      attorney, indemnities, underwriting agreements and other documents required
      under the terms of such underwriting arrangements. 

     

    2.6.
      No Inconsistent Agreements; Additional Rights.
      The
      Company will not enter into, and is not currently a party to, any agreement
      that
      is inconsistent with the rights granted to the holders of Registrable Securities
      by this Agreement. 

     

    
      
        
        

      

      
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    2.7.
      Obligation to Suspend Distribution. (a)
      Each
      holder of Registrable Securities agrees by acquisition of such Registrable
      Securities that, upon receipt of any notice from the Company of the happening
      of
      any events of the kind described in Sections
      2.4(a)(iii)(C),
      2.4(a)(iii)(D)(in
      any
      applicable state) or 2.4(a)(iv),
      such
      holder will discontinue disposition of its Registrable Securities pursuant
      to
      the Registration Statement, in the case of Section 2.4(a)(iv),
      until
      the holder receives copies of the supplemented or amended prospectus
      contemplated by Section 2.4(a)(iv),
      or in
      any case until the holder is advised in writing by the Company that the use
      of
      the prospectus may be resumed, and receives copies of any additional or
      supplemental filings that are incorporated by reference in the prospectus and,
      if so directed by the Company, the holder will deliver to the Company (at the
      Company’s expense) all copies, other than permanent file copies then in such
      holder’s possession, of the prospectus covering such Registrable Securities that
      are current at the time of the receipt of such notice. In the event that the
      Company shall give any such notice in respect of a Demand Registration, the
      period during which the applicable Registration Statement is required to be
      maintained effective shall be extended by the number of days during the period
      from and including the date of the giving of such notice to and including the
      date when each seller of Registrable Securities covered by such Registration
      Statement either receives the copies of the supplemented or amended prospectus
      contemplated by Section 2.4(a)(iv)
      or is
      advised in writing by the Company that the use of the prospectus may be resumed.
      

     

    (b)
      In
      the case of a resale registration on Form S-3 pursuant to Section 2.1,
      upon
      any suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s board of directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until the
      restriction on the ability of “insiders” to transact in the Company’s securities
      is removed. 

     

    2.8.
      Registration Expenses. (a)
      The
      Company shall pay all of the expenses set forth in this paragraph (a) in
      connection with a registration under this Agreement of Registrable Securities.
      Such expenses are (i) all registration and filing fees, and any other fees
      and expenses associated with filings required to be made with the SEC or the
      NASD, (ii) all fees and expenses of compliance with state securities or
“Blue Sky” laws, (iii) all printing, duplicating, word processing,
      messenger, telephone, facsimile and delivery expenses (including expenses of
      printing certificates for the Registrable Securities in a form eligible for
      deposit with The Depository Trust Company and of printing prospectuses),
      (iv) all fees and disbursements of counsel for the Company and of all
      independent certified public accountants of the Company, (v) Securities Act
      liability insurance or similar insurance if the Company so desires and
      (vi) all fees and expenses incurred in connection with the listing of the
      Registrable Securities on any securities exchange or the quotation of the
      Registrable Securities on any inter-dealer quotation system. In addition, in
      all
      cases the Company shall pay its internal expenses (including, without
      limitation, all salaries and expenses of its officers and employees performing
      legal or accounting duties), the expense of any audit and the fees and expenses
      of any other Persons retained by the Company, including any special experts.
      In
      addition, the Company shall pay all reasonable fees and disbursements not to
      exceed $200,000 of one law firm or other counsel selected by the holders of
      a
      majority of the Registrable Securities being registered. 

     

    
      
        
        

      

      
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    (b)
      The
      Company shall not be required to pay any other costs or expenses in the course
      of the transactions contemplated hereby, including underwriting discounts and
      commissions and transfer taxes attributable to the sale of Registrable
      Securities and the fees and expenses of any counsel to any holder of Registrable
      Securities other than as provided pursuant to the last sentence of the preceding
      paragraph (a), or of counsel to the underwriters. 

     

    2.9.
      Indemnification.
      (a)
      Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless, to the full extent permitted
      by
      law, each holder of Registrable Securities and their respective officers,
      directors, employees, advisors and agents and each Person who controls, is
      controlled by, or is under common control with (within the meaning of the
      Securities Act) such Persons from and against any and all losses, claims,
      damages, liabilities (or actions, proceedings or settlements in respect thereof,
      whether or not such indemnified party is a party thereto) and expenses
      (including reasonable costs of investigation and legal expenses), joint or
      several (each, a “Loss”
and
      collectively “Losses”),
      arising out of or based upon (i) any untrue or alleged untrue statement of
      a material fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act (including
      any
      final, preliminary or summary prospectus contained therein or any amendment
      thereof or supplement thereto or any documents incorporated by reference therein
      or otherwise incident thereto), (ii) any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein (in the case of a prospectus or preliminary prospectus,
      in light of the circumstances under which they were made) not misleading or
      (iii) any violation by the Company of the Securities Act in connection with
      a
      Registration Statement; provided,
      however,
      that
      the Company shall not be liable to any indemnified party in any such case to
      the
      extent that any such Loss arises out of or is based upon an untrue statement
      or
      alleged untrue statement or omission or alleged omission made in any such
      Registration Statement in reliance upon and in conformity with written
      information furnished to the Company by such holder expressly for use in the
      preparation thereof; and provided,
      further,
      that
      the Company will not be liable to any indemnified party in any case to the
      extent that any such Loss arises out of or is based upon any untrue statement
      or
      alleged untrue statement or omission or alleged omission made in any final,
      preliminary or summary prospectus if such untrue statement or alleged untrue
      statement or omission or alleged omission is corrected in an amendment or
      supplement to such prospectus which has been made available to the holders
      a
      reasonable time prior to any sale of the Registrable Securities and the relevant
      holder of Registrable Securities fails to deliver such prospectus as so amended
      or supplemented, if such delivery is required under applicable law or the
      applicable rules of any securities exchange, prior to or concurrently with
      the
      sales of the Registrable Securities to the Person asserting such loss, claim,
      damage, liability or expense. This indemnity shall be in addition to any
      liability the Company may otherwise have. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of any
      indemnified party.

     

    
      
        
        

      

      
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    (b)
      Indemnification
      by the Holders.
      Each
      selling holder of Registrable Securities agrees (severally and not jointly)
      to
      indemnify and hold harmless, to the full extent permitted by law, the Company,
      its directors and officers and each Person who controls the Company (within
      the
      meaning of the Securities Act) from and against any Losses resulting from any
      untrue statement of a material fact or any omission of a material fact required
      to be stated in the Registration Statement under which such Registrable
      Securities were registered under the Securities Act (including any final,
      preliminary or summary prospectus contained therein or any amendment thereof
      or
      supplement thereto or any documents incorporated by reference therein), or
      necessary to make the statements therein (in the case of a prospectus or
      preliminary prospectus, in light of the circumstances under which they were
      made) not misleading, to the extent, but only to the extent, that such untrue
      statement or omission had been contained in any information furnished in writing
      by such selling holder to the Company specifically for inclusion in such
      Registration Statement and was not corrected in a subsequent writing prior
      to or
      concurrently with the sale of the Registrable Securities to the Person asserting
      such loss, claim, damage, liability or expense. This indemnity shall be in
      addition to any liability such holder may otherwise have; provided
      that the
      obligations of the selling holder under this Section
      2.9(b)
      shall
      not apply to amounts paid in settlement of any such Losses if such settlement
      is
      effected without the consent of such holder (such consent not to be unreasonably
      withheld). Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of the Company or any indemnified party.
      In no event shall the liability of any selling holder of Registrable Securities
      hereunder be greater in amount than the dollar amount of the proceeds received
      by such holder under the sale of the Registrable Securities giving rise to
      such
      indemnification obligation. 

     

    (c)
      Conduct
      of Indemnification Proceedings.
      Any
      Person entitled to indemnification hereunder will (i) give prompt written
      notice to the indemnifying party of any claim with respect to which it seeks
      indemnification (provided,
      however,
      that
      any delay or failure to so notify the indemnifying party shall relieve the
      indemnifying party of its obligations hereunder only to the extent, if at all,
      that it is actually and materially prejudiced by reason of such delay or
      failure) and (ii) permit such indemnifying party to assume the defense of
      such claim with counsel reasonably satisfactory to the indemnified party;
provided,
      however,
      that
      any Person entitled to indemnification hereunder shall have the right to select
      and employ separate counsel and to participate in the defense of such claim,
      but
      the fees and expenses of such counsel shall be at the expense of such Person
      unless (A) the indemnifying party has agreed in writing to pay such fees or
      expenses, (B) the indemnifying party shall have failed to assume the
      defense of such claim within a reasonable time after having received notice
      of
      such claim from the Person entitled to indemnification hereunder and to employ
      counsel reasonably satisfactory to such Person, (C) in the reasonable
      judgment of any such Person, based upon advice of its counsel, a conflict of
      interest exists between such Person and the indemnifying party with respect
      to
      such claims or (D) based on advice of counsel, the indemnified party has
      reasonably concluded that there may be legal defenses available to it or other
      indemnified parties that are different from or in addition to those available
      to
      the indemnifying party such that the indemnifying party’s assumption of defense
      of the indemnified party would be likely to adversely affect the defense of
      the
      indemnified party (in which case, if the Person notifies the indemnifying party
      in writing that such Person elects to employ separate counsel at the expense
      of
      the indemnifying party, the indemnifying party shall not have the right to
      assume the defense of such claim on behalf of such Person). If such defense
      is
      not assumed by the indemnifying party, the indemnifying party will not be
      subject to any liability for any settlement made without its consent, but such
      consent may not be unreasonably withheld; provided,
      however,
      that an
      indemnifying party shall not be required to consent to any settlement involving
      the imposition of equitable remedies or involving the imposition of any material
      obligations on such indemnifying party other than financial obligations for
      which such indemnified party will be indemnified hereunder. If the indemnifying
      party assumes the defense, the indemnifying party shall have the right to settle
      such action without the consent of the indemnified party; provided,
      however,
      that
      the indemnifying party shall be required to obtain such consent (which consent
      shall not be unreasonably withheld) if the settlement includes any admission
      of
      wrongdoing on the part of the indemnified party or any restriction on the
      indemnified party or its officers or directors. No indemnifying party shall
      consent to entry of any judgment or enter into any settlement which does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to each indemnified party of an unconditional release from all liability in
      respect to such claim or litigation. The indemnifying party or parties shall
      not, in connection with any proceeding or related proceedings, be liable for
      the
      reasonable fees, disbursements and other charges of more than one separate
      firm
      at any one time for all such indemnified party or parties unless (x) the
      employment of more than one counsel has been authorized in writing by the
      indemnifying party or parties, (y) a conflict or potential conflict exists
      or may exist (based on advice of counsel to an indemnified party) between such
      indemnified party and the other indemnified parties or (z) based on advice
      of counsel, an indemnified party has reasonably concluded that there may be
      legal defenses available to it that are different from or in addition to those
      available to the other indemnified parties, in each of which cases the
      indemnifying party shall be obligated to pay the reasonable fees and expenses
      of
      such additional counsel or counsels. 

     

    
      
        
        

      

      
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    (d)
      Contribution.
      If for
      any reason the indemnification provided for in the paragraphs (a) and
      (b) of this Section 2.9
      is
      unavailable to an indemnified party or insufficient to hold it harmless as
      contemplated by paragraphs (a) and (b) of this Section 2.9,
      then
      the indemnifying party shall contribute to the amount paid or payable by the
      indemnified party as a result of such Loss in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other. The relative fault shall be determined by
      reference to, among other things, whether the untrue or alleged untrue statement
      of material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission.
      Notwithstanding anything in this Section 2.9(d)
      to the
      contrary, no indemnifying party (other than the Company) shall be required
      pursuant to this Section 2.9(d)
      to
      contribute any amount in excess of the amount by which the net proceeds received
      by such indemnifying party from the sale of Registrable Securities in the
      offering to which the Losses of the indemnified parties relate exceeds the
      amount of any damages which such indemnifying party has otherwise been required
      to pay by reason of such untrue statement or omission. The parties hereto agree
      that it would not be just and equitable if contribution pursuant to this
Section 2.9(d)
      were
      determined by pro
      rata
      allocation or by any other method of allocation that does not take account
      of
      the equitable considerations referred to in the immediately preceding paragraph.
      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 2.9,
      the
      indemnifying parties shall indemnify each indemnified party to the full extent
      provided in Sections
      2.9(a)
      and
2.9(b)
      hereof
      without regard to the relative fault of said indemnifying parties or indemnified
      party. 

     

    
      
        
        

      

      
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    2.10.
      Rule 144. The
      Company covenants that it shall use its best efforts to file any reports
      required to be filed by it under the Securities Act and the Exchange Act and
      shall take such further action as the holders of Registrable Securities may
      reasonably request, all to the extent required from time to time to enable
      such
      holders to sell Registrable Securities without registration under the Securities
      Act within the limitation of the exemptions provided by Rule 144 under the
      Securities Act, as such Rules may be amended from time to time, or any similar
      Rule or regulation hereafter adopted by the Commission. 

     

    SECTION 3.
      MISCELLANEOUS 

     

    3.1.
      Term.
      This
      Agreement shall terminate upon earlier of (i) the tenth anniversary of the
      date of this Agreement or (ii) the date as of which all of the Registrable
      Securities have been sold pursuant to a Registration Statement (but in no event
      prior to the applicable period referred to in Section 4(3) of the
      Securities Act and Rule 174 thereunder). The provisions of Section 2.9
      and
Section 2.10
      shall
      survive any termination. 

     

    3.2.
      Notices.
      All
      notices, other communications or documents provided for or permitted to be
      given
      hereunder, shall be made in writing and shall be given either personally by
      hand-delivery, by facsimile transmission, by mailing the same in a sealed
      envelope, registered first-class mail, postage prepaid, return receipt
      requested, or by air courier guaranteeing overnight delivery: 

    


    (a)
      if to
      the Company to: 

     

    NTR
      ACQUISITION CO. 

    100
      Mill
      Plain Road, Suite 320 

    Danbury,
      CT 06811 

    Attention:
      Chief Executive Officer 

    Fax:
      (203) 546-3523 

     

    with
      a
      copy to: 

     

    Cleary
      Gottlieb Steen & Hamilton LLP 

    One
      Liberty Plaza 

    New
      York,
      NY 10003 

    Attention:
      Raymond B. Check, Esq. 

    Fax:
      (212) 225-3999 

     

    
      
        
        

      

      
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    (b)
      if to
      Occidental, to:

     

    Occidental
      Petroleum Investment Co.

    10889
      Wilshire Boulevard

    Los
      Angeles, CA 90024

     

    Each
      holder, by written notice given to the Company in accordance with this
Section 3.2,
      may
      change the address to which notices, other communications or documents are
      to be
      sent to such holder. All notices, other communications or documents shall be
      deemed to have been duly given: (i) at the time delivered by hand, if
      personally delivered; (ii) when receipt is acknowledged in writing by
      addressee, if by facsimile transmission; (iii) five business days after
      having been deposited in the mail, postage prepaid, if mailed by first class
      mail; or (iv) on the first business day with respect to which a reputable
      air courier guarantees delivery; provided,
      however,
      that
      notices of a change of address shall be effective only upon receipt.


     

    3.3.
      Successors, Assigns and Transferees. 

     

    (a)
      The
      registration rights of any holder under this Agreement with respect to any
      Registrable Securities may be transferred and assigned, provided,
      however,
      that no
      such assignment shall be binding upon or obligate the Company to any such
      assignee unless and until the Company shall have received notice of such
      assignment as herein provided and a written agreement of the assignee to be
      bound by the provisions of this Agreement. Any transfer or assignment made
      other
      than as provided in the first sentence of this Section 3.3
      shall be
      null and void. 

     

    (b)
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, and their respective successors and permitted assigns. 

     

    3.4.
      Governing
      Law; Consent to Jurisdiction.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN
      THAT
      STATE. To the fullest extent permitted by applicable law, each party hereto
      (i) agrees that any claim, action or proceeding by such party seeking any
      relief whatsoever arising out of, or in connection with, this Agreement or
      the
      transactions contemplated hereby shall be brought only in the United States
      District Court for the Central District of California and in any California
      State court located in Los Angeles County and not in any other State or Federal
      court in the United States of America or any court in any other country,
      (ii) agrees to submit to the exclusive jurisdiction of such courts located
      in the State of California for purposes of all legal proceedings arising out
      of,
      or in connection with, this Agreement or the transactions contemplated hereby
      and (iii) irrevocably waives any objection which it may now or hereafter
      have to the laying of the venue of any such proceeding brought in such a court
      and any claim that any such proceeding brought in such a court has been brought
      in an inconvenient forum. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    3.5.
      Headings.
      The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      this Agreement.

     

    3.6.
      Severability.
      Whenever
      possible, each provision or portion of any provision of this Agreement will
      be
      interpreted in such manner as to be effective and valid under applicable law
      but
      if any provision or portion of any provision of this Agreement is held to be
      invalid, illegal or unenforceable in any respect under any applicable law in
      any
      jurisdiction, such invalidity, illegality or unenforceability will not affect
      any other provision or portion of any provision in such jurisdiction, and this
      agreement will be reformed, construed and enforced in such jurisdiction as
      if
      such invalid, illegal or unenforceable provision or portion of any provision
      had
      never been contained therein. 

     

    3.7.
      Amendment; Waiver.
      

     

    (a)
      This
      Agreement may not be amended or modified and waivers and consents to departures
      from the provisions hereof may not be given, except by an instrument or
      instruments in writing making specific reference to this Agreement and signed
      by
      the Company and the holders of a majority of Registrable Securities of each
      class then outstanding. Each holder of any Registrable Securities at the time
      or
      thereafter outstanding shall be bound by any amendment, modification, waiver
      or
      consent authorized by this Section 3.7(a),
      whether
      or not such Registrable Securities shall have been marked accordingly.


     

    (b)
      The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a further or continuing waiver of such breach
      or
      as a waiver of any other or subsequent breach. Except as otherwise expressly
      provided herein, no failure on the part of any party to exercise, and no delay
      in exercising, any right, power or remedy hereunder, or otherwise available
      in
      respect hereof at law or in equity, shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. 

     

    3.8.
      Counterparts.
      This
      Agreement may be executed in any number of separate counterparts and by the
      parties hereto in separate counterparts each of which when so executed shall
      be
      deemed to be an original and all of which together shall constitute one and
      the
      same agreement. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
              NTR
                ACQUISITION CO.

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    
      	
              Address:

            	
              100
                Mill Plain Road

            
	 	
              Suite
                320

            
	 	
              Danbury,
                CT 06811

            


    

     

     

    
      	
              OCCIDENTAL
                PETROLEUM INVESTMENT CO.

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    
      	
              Address:

            	
              10889
                Wilshire Blvd.

            
	 	
              Los
                Angeles, CA 90024

            


    

    


    
      
        
        

      

      
        22