REGISTRATION RIGHTS AGREEMENT
	 

	 
		THIS REGISTRATION RIGHTS AGREEMENT (this
		“Agreement”) is entered into as of the __ day of ________,
		2007, by and among Highlands Acquisition Corp., a Delaware corporation (the
		“Company”) and the undersigned parties listed under
		Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
	 

	 
		WHEREAS, the Investors currently hold all of
		the issued and outstanding securities of the Company;
	 

	 
		WHEREAS, simultaneously with the
		consummation of the Company’s initial public offering, certain of the
		Investors will purchase Sponsors’ Warrants (defined below);
	 

	 
		WHEREAS, immediately prior to the
		consummation of an initial business combination, certain of the Investors will
		purchase Co-Investment Units (defined below);
	 

	 
		WHEREAS, the Investors and the Company
		desire to enter into this Agreement to provide the Investors with certain
		rights relating to the registration of such securities as set forth
		herein;
	 

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

	 
		1. DEFINITIONS. The
		following capitalized terms used herein have the following meanings:
	 

	 
		“Agreement” means this Agreement, as amended, restated,
		supplemented, or otherwise modified from time to time.
	 

	 
		“Commission” means the Securities and Exchange Commission, or
		any other federal agency then administering the Securities Act or the Exchange
		Act.
	 

	 
		“Common Stock” means the common stock, par value $0.0001 per
		share, of the Company.
	 

	 
		“Company” is defined in the preamble to this
		Agreement.
	 

	 
		“Co-Investment Common
		Stock” means the shares of Common Stock included within the
		Co-Investment Units.
	 

	 
		“Co-Investment
		Units” means the units that may be purchased by certain of the
		Investors after the Company’s initial public offering and in connection
		with the Company’s initial business combination.
	 

	 
		“Co-Investment
		Warrants” means the warrants included within the Co-Investment
		Units.
	 

	 
		 
	 



	 
	 

	 

	 
		“Demand Registration” is defined in Section 2.1.1.
	 

	 
		“Demanding Holder” is defined in Section 2.1.1.
	 

	 
		“Exchange Act” means the Securities Exchange Act of 1934, as
		amended, and the rules and regulations of the Commission promulgated
		thereunder, all as the same shall be in effect at the time.
	 

	 
		“Form S-3” is defined in Section 2.3.
	 

	 
		“Founders’ Common
		Stock” means the shares of Common Stock included within the
		Founders’ Units.
	 

	 
		“Founders’
		Units” means the units held by the Investors prior to the
		consummation of the Company’s initial public offering, with each unit
		consisting of one share of Common Stock and one warrant to purchase one share
		of Common Stock.
	 

	 
		“Founders’
		Warrants” means the warrants included within the Founders’
		Units. 
	 

	 
		“Indemnified Party” is defined in Section 4.3.
	 

	 
		“Indemnifying Party” is defined in Section 4.3.
	 

	 
		“Investor” is defined in the preamble to this
		Agreement.
	 

	 
		“Investor Indemnified Party” is defined in Section 4.1.
	 

	 
		“Maximum Number of Shares” is defined in Section 2.1.4.
	 

	 
		“Notices” is defined in Section 6.3.
	 

	 
		“Piggy-Back Registration” is defined in Section 2.2.1.
	 

	 
		“Register,”
		“Registered” and “Registration”
		mean a registration effected by preparing and filing a registration statement
		or similar document in compliance with the requirements of the Securities Act,
		and the applicable rules and regulations promulgated thereunder, and such
		registration statement becoming effective.
	 

	 
		“Registrable Securities” mean (i) all of the Founders’ Units (and
		underlying Founders’ Common Stock and Founders’ Warrants (and
		underlying shares of Common Stock)) beneficially owned or held by Investors,
		(ii) all of the Sponsors’ Warrants (and underlying shares of Common Stock)
		beneficially owned or held by Investors and (iii) all of the Co-Investment
		Units (and underlying Co-Investment Common Stock and Co-Investment Warrants
		(and underlying shares of Common Stock)) beneficially owned or held by
		Investors. Registrable Securities include any warrants, shares of capital stock
		or other securities of the Company issued as a dividend or other distribution
		with respect to or in exchange for or in replacement of such shares of Common
		Stock. As to any particular Registrable Securities, such securities shall cease
		to be Registrable Securities when: (a) a Registration Statement with respect to
		the sale of such securities shall have 
	 

	 
		 
	 

	 
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		become effective under the Securities Act
		and such securities shall have been sold, transferred, disposed of or exchanged
		in accordance with such Registration Statement; (b) such securities shall have
		been otherwise transferred, new certificates for them not bearing a legend
		restricting further transfer shall have been delivered by the Company and
		subsequent public distribution of them shall not require registration under the
		Securities Act; (c) such securities shall have ceased to be outstanding, or (d)
		the Securities and Exchange Commission makes a definitive determination to the
		Company that the Registrable Securities are saleable under Rule 144(k).
	 

	 
		“Registration Statement” means a registration statement filed by the
		Company with the Commission in compliance with the Securities Act and the rules
		and regulations promulgated thereunder for a public offering and sale of Common
		Stock (other than a registration statement on Form S-4 or Form S-8, or their
		successors, or any registration statement covering only securities proposed to
		be issued in exchange for securities or assets of another entity).
	 

	 
		“Securities Act” means the Securities Act of 1933, as amended, and
		the rules and regulations of the Commission promulgated thereunder, all as the
		same shall be in effect at the time.
	 

	 
		“Sponsors’ Warrants” means the warrants being purchased privately by
		certain of the Investors simultaneously with the consummation of the
		Company’s initial public offering.
	 

	 
		“Underwriter” means a securities dealer who purchases any
		Registrable Securities as principal in an underwritten offering and not as part
		of such dealer’s market-making activities.
	 

	 
		2. REGISTRATION RIGHTS.
	 

	 
		2.1  Demand Registration.
	 

	 
		2.1.1. Request for Registration. At any time and from time to time on or after the date
		that is 30 days after the Company consummates a Business Combination (as
		defined in the Company’s Registration Statement with respect to its
		initial public offering), the holders of a majority-in-interest of the
		Founders’ Units (and underlying securities), the Sponsors’ Warrants
		(and underlying securities) or Co-Investment Units (and underlying securities)
		held by the Investors or the transferees of the Investors may make a written
		demand for registration under the Securities Act of all or part of their
		Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall
		specify the number of shares of Registrable Securities proposed to be sold and
		the intended method(s) of distribution thereof. The Company will notify all
		holders of Registrable Securities of the demand, and each holder of Registrable
		Securities who wishes to include all or a portion of such holder’s
		Registrable Securities in the Demand Registration (each such holder including
		shares of Registrable Securities in such registration, a
		“Demanding
		Holder”) shall so notify the
		Company within fifteen (15) days after the receipt by the holder of the notice
		from the Company. Upon any such request, the Demanding Holders shall be
		entitled to have their Registrable Securities included in the Demand
		Registration, subject to Section 2.1.4 and the provisos set forth in Section
		3.1.1. The Company shall not be obligated to effect more than an aggregate of
		two (2) Demand Registrations under this Section 2.1.1 in respect of all
		Registrable Securities.
	 

	 
		 
	 

	 
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		2.1.2. Effective Registration. A registration will not count as a Demand Registration
		until the Registration Statement filed with the Commission with respect to such
		Demand Registration has been declared effective 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
		Commission 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) a majority-in-interest of
		the Demanding Holders 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.
	 

	 
		2.1.3. Underwritten Offering. If a majority-in-interest of the Demanding Holders so
		elect and such holders so advise the Company as part of their written demand
		for a Demand Registration, the offering of such Registrable Securities pursuant
		to such Demand Registration shall be in the form of an underwritten offering.
		In such event, the right of any holder to include its Registrable Securities in
		such registration shall be conditioned upon such holder’s participation in
		such underwriting and the inclusion of such holder’s Registrable
		Securities in the underwriting to the extent provided herein. All Demanding
		Holders proposing to distribute their securities through such underwriting
		shall enter into an underwriting agreement in customary form with the
		Underwriter or Underwriters selected for such underwriting by a
		majority-in-interest of the holders initiating the Demand Registration.
	 

	 
		2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for a
		Demand Registration that is to be an underwritten offering advises the Company
		and the Demanding Holders in writing that the dollar amount or number of shares
		of Registrable Securities which the Demanding Holders desire to sell, taken
		together with all other shares of Common Stock or other securities which the
		Company desires to sell and the shares of Common Stock, if any, as to which
		registration has been requested pursuant to written contractual piggy-back
		registration rights held by other stockholders of the Company who desire to
		sell, exceeds the maximum dollar amount or maximum number of shares that can be
		sold in such offering without adversely affecting the proposed offering price,
		the timing, the distribution method, or the probability of success of such
		offering (such maximum dollar amount or maximum number of shares, as
		applicable, the “Maximum Number
		of Shares”), then the Company
		shall include in such registration: (i) first, the Registrable Securities as to
		which Demand Registration has been requested by the Demanding Holders (pro rata
		in accordance with the number of shares that each such Demanding Holder has
		requested be included in such registration, regardless of the number of shares
		held by each such Demanding Holder (such proportion is referred to herein as
		“Pro Rata”)) that can be sold without exceeding the Maximum
		Number of Shares; (ii) second, to the extent that the Maximum Number of Shares
		has not been reached under the foregoing clause (i), the shares of Common Stock
		or other securities that the Company desires to sell that can be sold without
		exceeding the Maximum Number of Shares; and (iii) third, to the extent that the
		Maximum Number of Shares have not been reached under the foregoing clauses (i)
		and (ii), the shares of Common Stock or other 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 Shares.
	 

	 
		 
	 

	 
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		2.1.5. Withdrawal. If a
		majority-in-interest of the Demanding Holders disapprove of the terms of any
		underwriting or are not entitled to include all of their Registrable Securities
		in any offering, such majority-in-interest of the Demanding Holders may elect
		to withdraw from such offering by giving written notice to the Company and the
		Underwriter or Underwriters of their request to withdraw prior to the
		effectiveness of the Registration Statement filed with the Commission with
		respect to such Demand Registration. If the majority-in-interest of the
		Demanding Holders withdraws from a proposed offering relating to a Demand
		Registration, then such registration shall not count as a Demand Registration
		provided for in Section 2.1.
	 

	 
		2.2 Piggy-Back Registration.
	 

	 
		2.2.1. Piggy-Back Rights. If at any time on or after the date the Company
		consummates a Business Combination the Company proposes to file a Registration
		Statement under the Securities Act with respect to an offering of equity
		securities, or securities or other obligations exercisable or exchangeable for,
		or convertible into, equity securities, by the Company for its own account or
		for stockholders of the Company for their account (or by the Company and by
		stockholders of the Company including, without limitation, pursuant to Section
		2.1), other than a Registration Statement (i) filed in connection with any
		employee stock option or other benefit plan, (ii) for an exchange offer or
		offering of securities solely to the Company’s existing stockholders,
		(iii) for an offering of debt that is convertible into equity securities of the
		Company or (iv) for a dividend reinvestment plan, then the Company shall (x)
		give written notice of such proposed filing to the holders of Registrable
		Securities as soon as practicable but in no event less than fifteen (15) days
		before the anticipated filing date, which notice shall describe the amount and
		type 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 (y) offer to the holders of
		Registrable Securities in such notice the opportunity to register the sale of
		such number of Registrable Securities as such holders may request in writing
		within ten (10) days following receipt of such notice (a
		“Piggy-Back
		Registration”). The Company
		shall cause such Registrable Securities to be included in such registration and
		shall use its best efforts to cause the managing Underwriter or Underwriters of
		a proposed underwritten offering to permit the Registrable Securities requested
		to be included in a Piggy-Back Registration on the same terms and conditions as
		any similar securities of the Company and to permit the sale or other
		disposition of such Registrable Securities in accordance with the intended
		method(s) of distribution thereof. All holders of Registrable Securities
		proposing to distribute their securities through a Piggy-Back Registration that
		involves an Underwriter or Underwriters shall enter into an underwriting
		agreement in customary form with the Underwriter or Underwriters selected for
		such Piggy-Back Registration.
	 

	 
		2.2.2. Reduction of Offering. If the managing Underwriter or Underwriters for a
		Piggy-Back Registration that is to be an underwritten offering advises the
		Company and the holders of Registrable Securities in writing that the dollar
		amount or number of shares of Common Stock which the Company desires to sell,
		taken together with shares of Common Stock, if any, as to which registration
		has been demanded pursuant to written contractual arrangements with persons
		other than the holders of Registrable Securities hereunder, the Registrable
		Securities as to which registration has been requested under this Section 2.2,
		and the shares of Common Stock, if any, as to which registration has been
		requested pursuant to the 
	 

	 
		 
	 

	 
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		written contractual piggy-back registration
		rights of other stockholders of the Company, exceeds the Maximum Number of
		Shares, then the Company shall include in any such registration:
	 

	 
		a) If the registration is undertaken for the
		Company’s account: (A) first, the shares of Common Stock or other
		securities that the Company desires to sell that can be sold without exceeding
		the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
		of Shares has not been reached under the foregoing clause (A), the shares of
		Common Stock or other securities, if any, comprised of Registrable Securities,
		as to which registration has been requested pursuant to the applicable written
		contractual piggy-back registration rights of such security holders, Pro Rata,
		that can be sold without exceeding the Maximum Number of Shares; and (C) third,
		to the extent that the Maximum Number of shares has not been reached under the
		foregoing clauses (A) and (B), the shares of Common Stock or other securities
		for the account of other persons that the Company is obligated to register
		pursuant to written contractual piggy-back registration rights with such
		persons and that can be sold without exceeding the Maximum Number of Shares;
		and
	 

	 
		b) If the registration is a
		“demand” registration undertaken at the demand of persons other than
		the holders of Registrable Securities, (A) first, the shares of Common Stock or
		other securities for the account of the demanding persons that can be sold
		without exceeding the Maximum Number of Shares; (B) second, to the extent that
		the Maximum Number of Shares has not been reached under the foregoing clause
		(A), the shares of Common Stock or other securities that the Company desires to
		sell that can be sold without exceeding the Maximum Number of Shares; (C)
		third, to the extent that the Maximum Number of Shares has not been reached
		under the foregoing clauses (A) and (B), collectively the shares of Common
		Stock or other securities comprised of Registrable Securities, Pro Rata, as to
		which registration has been requested pursuant to the terms hereof, as
		applicable, that can be sold without exceeding the Maximum Number of Shares;
		and (D) fourth, to the extent that the Maximum Number of Shares has not been
		reached under the foregoing clauses (A), (B) and (C), the shares of Common
		Stock or other securities for the account of other persons that the Company is
		obligated to register pursuant to written contractual arrangements with such
		persons, that can be sold without exceeding the Maximum Number of
		Shares.
	 

	 
		2.2.3. Withdrawal. Any
		holder of Registrable Securities may elect to withdraw such holder’s
		request for inclusion of Registrable Securities in any Piggy-Back Registration
		by giving written notice to the Company of such request to withdraw prior to
		the effectiveness of the Registration Statement. The Company (whether on its
		own determination or as the result of a withdrawal by persons making a demand
		pursuant to written contractual obligations) may withdraw a registration
		statement at any time prior to the effectiveness of the Registration 
	 

	 
		 
	 

	 
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		Statement. Notwithstanding any such
		withdrawal, the Company shall pay all expenses incurred by the holders of
		Registrable Securities in connection with such Piggy-Back Registration as
		provided in Section 3.3.
	 

	 
		2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time
		and from time to time, request in writing that the Company register the resale
		of any or all of such Registrable Securities on Form S-3 or any similar
		short-form registration which may be available at such time
		(“Form S-3”); provided, however, that the Company shall not
		be obligated to effect such request through an underwritten offering. 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 or other securities of the Company, if any, of any other holder or
		holders joining in such request as are specified in a written request given
		within fifteen (15) 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 2.3: (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 and such other
		securities (if any) at any aggregate price to the public of less than $500,000.
		Registrations effected pursuant to this Section 2.3 shall not be counted as
		Demand Registrations effected pursuant to Section 2.1.
	 

	 
		3. REGISTRATION PROCEDURES.
	 

	 
		3.1 Filings; Information. Whenever the Company is required to effect the
		registration of any Registrable Securities pursuant to Section 2, the Company
		shall use its best efforts to effect the registration and sale of such
		Registrable Securities in accordance with the intended method(s) of
		distribution thereof as expeditiously as practicable, and in connection with
		any such request:
	 

	 
		3.1.1. Filing Registration Statement. The Company shall, as expeditiously as possible and in
		any event within sixty (60) days after receipt of a request for a Demand
		Registration pursuant to Section 2.1, prepare and file with the Commission a
		Registration Statement on any form for which the Company then qualifies or
		which counsel for the Company shall deem appropriate and which form shall be
		available for the sale of all Registrable Securities to be registered
		thereunder in accordance with the intended method(s) of distribution thereof,
		and shall use its best efforts to cause such Registration Statement to become
		and remain effective for the period required by Section 3.1.3; provided,
		however, that the Company shall have the right to defer any Demand Registration
		for up to thirty (30) days, and any Piggy-Back Registration for such period as
		may be applicable to deferment of any demand registration to which such
		Piggy-Back Registration relates, in each case if the Company shall furnish to
		the holders a certificate signed by the Chairman of the Board or Chief
		Executive Officer of the Company stating that, in the good faith judgment of
		the Board of Directors of the Company, it would be materially detrimental to
		the Company and its stockholders for such Registration Statement to be effected
		at such time; provided further, however, that the Company shall not have the
		right to exercise the 
	 

	 
		 
	 

	 
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		right set forth in the immediately preceding
		proviso more than once in any 365-day period in respect of a Demand
		Registration hereunder.
	 

	 
		3.1.2. Copies. The
		Company shall, prior to filing a Registration Statement or prospectus, or any
		amendment or supplement thereto, furnish without charge to the holders of
		Registrable Securities included in such registration, and such holders’
		legal counsel, copies of such Registration Statement as proposed to be filed,
		each amendment and supplement to such Registration Statement (in each case
		including all exhibits thereto and documents incorporated by reference
		therein), the prospectus included in such Registration Statement (including
		each preliminary prospectus), and such other documents as the holders of
		Registrable Securities included in such registration or legal counsel for any
		such holders may request in order to facilitate the disposition of the
		Registrable Securities owned by such holders.
	 

	 
		3.1.3. Amendments and Supplements. The Company shall prepare and file with the Commission
		such amendments, including post-effective 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 in compliance
		with the provisions of the Securities Act until all Registrable Securities and
		other securities covered by such Registration Statement have been disposed of
		in accordance with the intended method(s) of distribution set forth in such
		Registration Statement or such securities have been withdrawn.
	 

	 
		3.1.4. Notification.
		After the filing of a Registration Statement, the Company shall promptly, and
		in no event more than two (2) business days after such filing, notify the
		holders of Registrable Securities included in such Registration Statement of
		such filing, and shall further notify such holders promptly and confirm such
		advice in writing in all events within two (2) business days of the occurrence
		of any of the following: (i) when such Registration Statement becomes
		effective; (ii) when any post-effective amendment to such Registration
		Statement becomes effective; (iii) the issuance or threatened issuance by the
		Commission of any stop order (and the Company shall take all actions required
		to prevent the entry of such stop order or to remove it if entered); and (iv)
		any request by the Commission for any amendment or supplement to such
		Registration Statement or any prospectus relating thereto or for additional
		information or of the occurrence of an event requiring the preparation of a
		supplement or amendment to such prospectus so that, as thereafter delivered to
		the purchasers of the securities covered by such Registration Statement, such
		prospectus will not contain an untrue statement of a material fact or omit to
		state any material fact required to be stated therein or necessary to make the
		statements therein not misleading, and promptly make available to the holders
		of Registrable Securities included in such Registration Statement any such
		supplement or amendment; except that before filing with the Commission a
		Registration Statement or prospectus or any amendment or supplement thereto,
		including documents incorporated by reference, the Company shall furnish to the
		holders of Registrable Securities included in such Registration Statement and
		to the legal counsel for any such holders, copies of all such documents
		proposed to be filed sufficiently in advance of filing to provide such holders
		and legal counsel with a reasonable opportunity to review such documents and
		comment thereon, and the Company shall not file any Registration Statement or
		prospectus or amendment or supplement thereto, including documents incorporated
		by reference, to which such holders or their legal counsel shall reasonably
		object.
	 

	 
		 
	 

	 
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		3.1.5. State Securities Laws Compliance. The Company shall use its best efforts to (i) register
		or qualify the Registrable Securities covered by the Registration Statement
		under such securities or “blue sky” laws of such jurisdictions in the
		United States as the holders of Registrable Securities included in such
		Registration Statement (in light of their intended plan of distribution) may
		request and (ii) take such action necessary to cause such Registrable
		Securities covered by the Registration Statement to be registered with or
		approved by such other Governmental Authorities as may be necessary by virtue
		of the business and operations of the Company and do any and all other acts and
		things that may be necessary or advisable to enable the holders of Registrable
		Securities included in such Registration Statement to consummate the
		disposition of such Registrable Securities in such jurisdictions; provided,
		however, that the Company shall not be required to qualify generally to do
		business in any jurisdiction where it would not otherwise be required to
		qualify but for this paragraph or subject itself to taxation in any such
		jurisdiction.
	 

	 
		3.1.6. Agreements for Disposition. The Company shall enter into customary agreements
		(including, if applicable, an underwriting agreement in customary form) and
		take such other actions as are reasonably required in order to expedite or
		facilitate the disposition of such Registrable Securities. The representations,
		warranties and covenants of the Company in any underwriting agreement which are
		made to or for the benefit of any Underwriters, to the extent applicable, shall
		also be made to and for the benefit of the holders of Registrable Securities
		included in such registration statement. No holder of Registrable Securities
		included in such registration statement shall be required to make any
		representations or warranties in the underwriting agreement except, if
		applicable, with respect to such holder’s organization, good standing,
		authority, title to Registrable Securities, lack of conflict of such sale with
		such holder’s material agreements and organizational documents, and with
		respect to written information relating to such holder that such holder has
		furnished in writing expressly for inclusion in such Registration
		Statement.
	 

	 
		3.1.7. Cooperation. The
		principal executive officer of the Company, the principal financial officer of
		the Company, the principal accounting officer of the Company and all other
		officers and members of the management of the Company shall cooperate fully in
		any offering of Registrable Securities hereunder, which cooperation shall
		include, without limitation, the preparation of the Registration Statement with
		respect to such offering and all other offering materials and related
		documents, and participation in meetings with Underwriters, attorneys,
		accountants and potential investors.
	 

	 
		3.1.8. Records. The
		Company shall make available for inspection by the holders of Registrable
		Securities included in such Registration Statement, any Underwriter
		participating in any disposition pursuant to such registration statement and
		any attorney, accountant or other professional retained by any holder of
		Registrable Securities included in such Registration Statement or any
		Underwriter, all financial and other records, pertinent corporate documents and
		properties of the Company, as shall be necessary to enable them to exercise
		their due diligence responsibility, and cause the Company’s officers,
		directors and employees to supply all information requested by any of them in
		connection with such Registration Statement.
	 

	 
		3.1.9. Opinions and Comfort Letters. The Company shall furnish to each holder of
		Registrable Securities included in any Registration Statement a signed
		counterpart, addressed
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		to such holder, of (i) any opinion of
		counsel to the Company delivered to any Underwriter and (ii) any comfort letter
		from the Company’s independent public accountants delivered to any
		Underwriter. In the event no legal opinion is delivered to any Underwriter, the
		Company shall furnish to each holder of Registrable Securities included in such
		Registration Statement, at any time that such holder elects to use a
		prospectus, an opinion of counsel to the Company to the effect that the
		Registration Statement containing such prospectus has been declared effective
		and that no stop order is in effect.
	 

	 
		3.1.10. Earnings Statement. The Company shall comply with all applicable rules and
		regulations of the Commission and the Securities Act, and make available to its
		stockholders, as soon as practicable, an earnings statement covering a period
		of twelve (12) months, beginning within three (3) months after the effective
		date of the registration statement, which earnings statement shall satisfy the
		provisions of Section 11(a) of the Securities Act and Rule 158
		thereunder.
	 

	 
		3.1.11. Listing. The
		Company shall use its best efforts to cause all Registrable Securities included
		in any registration to be listed on such exchanges or otherwise designated for
		trading in the same manner as similar securities issued by the Company are then
		listed or designated or, if no such similar securities are then listed or
		designated, in a manner satisfactory to the holders of a majority of the
		Registrable Securities included in such registration.
	 

	 
		3.2 Obligation
		to Suspend Distribution. Upon receipt
		of any notice from the Company of the happening of any event of the kind
		described in Section 3.1.4(iv), or, in the case of a resale registration on
		Form S-3 pursuant to Section 2.3 hereof, 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 such holder receives the
		supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the
		restriction on the ability of “insiders” to transact in the
		Company’s securities is removed, as applicable, and, if so directed by the
		Company, each such holder will deliver to the Company all copies, other than
		permanent file copies then in such holder’s possession, of the most recent
		prospectus covering such Registrable Securities at the time of receipt of such
		notice.
	 

	 
		3.3 Registration Expenses. The Company shall bear all costs and expenses incurred
		in connection with any Demand Registration pursuant to Section 2.1, any
		Piggy-Back Registration pursuant to Section 2.2, and any registration on Form
		S-3 effected pursuant to Section 2.3, and all expenses incurred in performing
		or complying with its other obligations under this Agreement, whether or not
		the Registration Statement becomes effective, including, without limitation:
		(i) all registration and filing fees; (ii) fees and expenses of compliance with
		securities or “blue sky” laws (including fees and disbursements of
		counsel in connection with blue sky qualifications of the Registrable
		Securities); (iii) printing expenses; (iv) the Company’s internal expenses
		(including, without limitation, all salaries and expenses of its officers and
		employees); (v) the fees and expenses incurred in connection with the listing
		of the Registrable Securities as required by Section 3.1.11; (vi) National
		Association of Securities Dealers, Inc. fees; (vii) fees
	 

	 
		 
	 

	 
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		and disbursements of counsel for the Company
		and fees and expenses for independent certified public accountants retained by
		the Company (including the expenses or costs associated with the delivery of
		any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
		the fees and expenses of any special experts retained by the Company in
		connection with such registration and (ix) the fees and expenses of one legal
		counsel selected by the holders of a majority-in-interest of the Registrable
		Securities included in such registration. The Company shall have no obligation
		to pay any underwriting discounts or selling commissions attributable to the
		Registrable Securities being sold by the holders thereof, which underwriting
		discounts or selling commissions shall be borne by such holders. Additionally,
		in an underwritten offering, all selling stockholders and the Company shall
		bear the expenses of the underwriter pro rata in proportion to the respective
		amount of shares each is selling in such offering.
	 

	 
		3.4 Information. The
		holders of Registrable Securities shall provide such information as may
		reasonably be requested by the Company, or the managing Underwriter, if any, in
		connection with the preparation of any Registration Statement, including
		amendments and supplements thereto, in order to effect the registration of any
		Registrable Securities under the Securities Act pursuant to Section 2 and in
		connection with the Company’s obligation to comply with federal and
		applicable state securities laws.
	 

	 
		4. INDEMNIFICATION AND CONTRIBUTION.
	 

	 
		4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each
		Investor and each other holder of Registrable Securities, and each of their
		respective officers, employees, affiliates, directors, partners, members,
		attorneys and agents, and each person, if any, who controls an Investor and
		each other holder of Registrable Securities (within the meaning of Section 15
		of the Securities Act or Section 20 of the Exchange Act) (each, an
		“Investor Indemnified
		Party”), from and against any
		expenses, losses, judgments, claims, damages or liabilities, whether joint or
		several, arising out of or based upon any untrue statement (or allegedly untrue
		statement) of a material fact contained in any Registration Statement under
		which the sale of such Registrable Securities was registered under the
		Securities Act, any preliminary prospectus, final prospectus or summary
		prospectus contained in the Registration Statement, or any amendment or
		supplement to such Registration Statement, or arising out of or based upon any
		omission (or alleged omission) to state a material fact required to be stated
		therein or necessary to make the statements therein not misleading, or any
		violation by the Company of the Securities Act or any rule or regulation
		promulgated thereunder applicable to the Company and relating to action or
		inaction required of the Company in connection with any such registration; and
		the Company shall promptly reimburse the Investor Indemnified Party for any
		legal and any other expenses reasonably incurred by such Investor Indemnified
		Party in connection with investigating and defending any such expense, loss,
		judgment, claim, damage, liability or action; provided, however, that the
		Company will not be liable in any such case to the extent that any such
		expense, loss, claim, damage or liability arises out of or is based upon any
		untrue statement or allegedly untrue statement or omission or alleged omission
		made in such Registration Statement, preliminary prospectus, final prospectus,
		or summary prospectus, or any such amendment or supplement, in reliance upon
		and in conformity with information furnished to the Company, in writing, by
		such selling holder expressly for use therein. The Company also shall indemnify
		any Underwriter of the Registrable Securities, their officers, affiliates,
		directors, partners, members and agents and each person who controls such
		Underwriter on substantially the same basis as that of the indemnification
		provided above in this Section 4.1.
	 

	 
		 
	 

	 
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		4.2 Indemnification by Holders of Registrable
		Securities. Each selling holder of
		Registrable Securities will, in the event that any registration is being
		effected under the Securities Act pursuant to this Agreement of any Registrable
		Securities held by such selling holder, indemnify and hold harmless the
		Company, each of its directors and officers and each underwriter (if any), and
		each other selling holder and each other person, if any, who controls another
		selling holder or such underwriter within the meaning of the Securities Act,
		against any losses, claims, judgments, damages or liabilities, whether joint or
		several, insofar as such losses, claims, judgments, damages or liabilities (or
		actions in respect thereof) arise out of or are based upon any untrue statement
		or allegedly untrue statement of a material fact contained in any Registration
		Statement under which the sale of such Registrable Securities was registered
		under the Securities Act, any preliminary prospectus, final prospectus or
		summary prospectus contained in the Registration Statement, or any amendment or
		supplement to the Registration Statement, or arise out of or are based upon any
		omission or the alleged omission to state a material fact required to be stated
		therein or necessary to make the statement therein not misleading, if the
		statement or omission was made in reliance upon and in conformity with
		information furnished in writing to the Company by such selling holder
		expressly for use therein, and shall reimburse the Company, its directors and
		officers, and each other selling holder or controlling person for any legal or
		other expenses reasonably incurred by any of them in connection with
		investigation or defending any such loss, claim, damage, liability or action.
		Each selling holder’s indemnification obligations hereunder shall be
		several and not joint and shall be limited to the amount of any net proceeds
		actually received by such selling holder.
	 

	 
		4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of
		any loss, claim, damage or liability or any action in respect of which
		indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
		“Indemnified
		Party”) shall, if a claim in
		respect thereof is to be made against any other person for indemnification
		hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
		liability or action; provided, however, that the failure by the Indemnified
		Party to notify the Indemnifying Party shall not relieve the Indemnifying Party
		from any liability which the Indemnifying Party may have to such Indemnified
		Party hereunder, except and solely to the extent the Indemnifying Party is
		actually prejudiced by such failure. If the Indemnified Party is seeking
		indemnification with respect to any claim or action brought against the
		Indemnified Party, then the Indemnifying Party shall be entitled to participate
		in such claim or action, and, to the extent that it wishes, jointly with all
		other Indemnifying Parties, to assume control of the defense thereof with
		counsel satisfactory to the Indemnified Party. After notice from the
		Indemnifying Party to the Indemnified Party of its election to assume control
		of the defense of such claim or action, the Indemnifying Party shall not be
		liable to the Indemnified Party for any legal or other expenses subsequently
		incurred by the Indemnified Party in connection with the defense thereof other
		than reasonable costs of investigation; provided, however, that in any action
		in which both the Indemnified Party and the Indemnifying Party are named as
		defendants, the Indemnified Party shall have the right to employ separate
		counsel (but no more than one such separate counsel) to represent the
		Indemnified Party and its controlling persons who may be subject to liability
		arising out of any claim in respect of which indemnity may be sought by the
		Indemnified Party against the Indemnifying Party, with the fees and expenses of
		such counsel to
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		be paid by such Indemnifying Party if, based
		upon the written opinion of counsel of such Indemnified Party, representation
		of both parties by the same counsel would be inappropriate due to actual or
		potential differing interests between them. No Indemnifying Party shall,
		without the prior written consent of the Indemnified Party, consent to entry of
		judgment or effect any settlement of any claim or pending or threatened
		proceeding in respect of which the Indemnified Party is or could have been a
		party and indemnity could have been sought hereunder by such Indemnified Party,
		unless such judgment or settlement includes an unconditional release of such
		Indemnified Party from all liability arising out of such claim or
		proceeding.
	 

	 
		4.4 Contribution.
	 

	 
		4.4.1. If the indemnification provided for
		in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
		Party in respect of any loss, claim, damage, liability or action referred to
		herein, then each such 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 loss, claim, damage, liability or action
		in such proportion as is appropriate to reflect the relative fault of the
		Indemnified Parties and the Indemnifying Parties in connection with the actions
		or omissions which resulted in such loss, claim, damage, liability or action,
		as well as any other relevant equitable considerations. The relative fault of
		any Indemnified Party and any Indemnifying Party shall be determined by
		reference to, among other things, whether the untrue or alleged untrue
		statement of a material fact or the omission or alleged omission to state a
		material fact relates to information supplied by such Indemnified Party or such
		Indemnifying Party and the parties’ relative intent, knowledge, access to
		information and opportunity to correct or prevent such statement or
		omission.
	 

	 
		4.4.2. The parties hereto agree that it
		would not be just and equitable if contribution pursuant to this Section 4.4
		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 the
		immediately preceding Section 4.4.1. The amount paid or payable by an
		Indemnified Party as a result of any loss, claim, damage, liability or action
		referred to in the immediately preceding paragraph shall be deemed to include,
		subject to the limitations set forth above, any legal or other expenses
		incurred by such Indemnified Party in connection with investigating or
		defending any such action or claim. Notwithstanding the provisions of this
		Section 4.4, no holder of Registrable Securities shall be required to
		contribute any amount in excess of the dollar amount of the net proceeds (after
		payment of any underwriting fees, discounts, commissions or taxes) actually
		received by such holder from the sale of Registrable Securities which gave rise
		to such contribution obligation. 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.
	 

	 
		5. UNDERWRITING AND DISTRIBUTION.
	 

	 
		5.1 Rule 144. The
		Company covenants that it shall 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.
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		6. MISCELLANEOUS.
	 

	 
		6.1 Other Registration Rights. The Company represents and warrants that no person,
		other than a holder of the Registrable Securities, has any right to require the
		Company to register any shares of the Company’s capital stock for sale or
		to include shares of the Company’s capital stock in any registration filed
		by the Company for the sale of shares of capital stock for its own account or
		for the account of any other person.
	 

	 
		6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations
		of the Company hereunder may not be assigned or delegated by the Company in
		whole or in part. This Agreement and the rights, duties and obligations of the
		holders of Registrable Securities hereunder may be freely assigned or delegated
		by such holder of Registrable Securities in conjunction with and to the extent
		of any transfer of Registrable Securities by any such holder. This Agreement
		and the provisions hereof shall be binding upon and shall inure to the benefit
		of each of the parties and the permitted assigns of the Investor or holder of
		Registrable Securities or of any assignee of the Investor or holder of
		Registrable Securities. This Agreement is not intended to confer any rights or
		benefits on any persons that are not party hereto other than as expressly set
		forth in Article 4 and this Section 6.2.
	 

	 
		6.3 Notices. All
		notices, demands, requests, consents, approvals or other communications
		(collectively, “Notices”) required or permitted to be given hereunder or
		which are given with respect to this Agreement shall be in writing and shall be
		personally served, delivered by reputable air courier service with charges
		prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
		addressed as set forth below, or to such other address as such party shall have
		specified most recently by written notice. Notice shall be deemed given on the
		date of service or transmission if personally served or transmitted by
		telegram, telex or facsimile; provided, that if such service or transmission is
		not on a business day or is after normal business hours, then such notice shall
		be deemed given on the next business day. Notice otherwise sent as provided
		herein shall be deemed given on the next business day following timely delivery
		of such notice to a reputable air courier service with an order for next-day
		delivery.
	 

	 
		To the Company:
	 

	 
		Highlands Acquisition Corp. 
	 

	 
		One Paragon Drive, Suite 125
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Attn: Chief Executive Officer
	 

	 
		with a copy to:
	 

	 
		Graubard Miller
	 

	 
		The Chrysler Building
	 

	 
		405 Lexington Avenue 
	 

	 
		New York NY 10174
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		Attn: David Alan Miller, Esq.
	 

	 
		To an Investor, to the address for such
		Investor on file with the Company at such time.
	 

	 
		6.4 Severability.
		This Agreement shall be deemed severable, and the invalidity or
		unenforceability of any term or provision hereof shall not affect the validity
		or enforceability of this Agreement or of any other term or provision hereof.
		Furthermore, in lieu of any such invalid or unenforceable term or provision,
		the parties hereto intend that there shall be added as a part of this Agreement
		a provision as similar in terms to such invalid or unenforceable provision as
		may be possible that is valid and enforceable.
	 

	 
		6.5 Counterparts.
		This Agreement may be executed in multiple counterparts, each of which shall be
		deemed an original, and all of which taken together shall constitute one and
		the same instrument.
	 

	 
		6.6 Entire Agreement. This Agreement (including all agreements entered into
		pursuant hereto and all certificates and instruments delivered pursuant hereto
		and thereto) constitute the entire agreement of the parties with respect to the
		subject matter hereof and supersede all prior and contemporaneous agreements,
		representations, understandings, negotiations and discussions between the
		parties, whether oral or written.
	 

	 
		6.7 Modifications and Amendments. No amendment, modification or termination of this
		Agreement shall be binding upon any party unless executed in writing by such
		party. Notwithstanding the foregoing, any and all parties must obtain the
		written consent of Citigroup Global Markets Inc. to amend or modify this
		Agreement.
	 

	 
		6.8 Titles and Headings. Titles and headings of sections of this Agreement are
		for convenience only and shall not affect the construction of any provision of
		this Agreement.
	 

	 
		6.9 Waivers and Extensions. Any party to this Agreement may waive any right,
		breach or default which such party has the right to waive, provided that such
		waiver will not be effective against the waiving party unless it is in writing,
		is signed by such party, and specifically refers to this Agreement. Waivers may
		be made in advance or after the right waived has arisen or the breach or
		default waived has occurred. Any waiver may be conditional. No waiver of any
		breach of any agreement or provision herein contained shall be deemed a waiver
		of any preceding or succeeding breach thereof nor of any other agreement or
		provision herein contained. No waiver or extension of time for performance of
		any obligations or acts shall be deemed a waiver or extension of the time for
		performance of any other obligations or acts.
	 

	 
		6.10 Remedies Cumulative. In the event that the Company fails to observe or
		perform any covenant or agreement to be observed or performed under this
		Agreement, the Investor or any other holder of Registrable Securities may
		proceed to protect and enforce its rights by suit in equity or action at law,
		whether for specific performance of any term contained in this Agreement or for
		an injunction against the breach of any such term or in aid of the exercise of
		any power granted in this Agreement or to enforce any other legal or equitable
		right, or to take any one or more of such actions, without being required to
		post a bond. None of the rights, 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		powers or remedies conferred under this
		Agreement shall be mutually exclusive, and each such right, power or remedy
		shall be cumulative and in addition to any other right, power or remedy,
		whether conferred by this Agreement or now or hereafter available at law, in
		equity, by statute or otherwise.
	 

	 
		6.11 Governing Law.
		This Agreement shall be governed by, interpreted under, and construed in
		accordance with the internal laws of the State of New York applicable to
		agreements made and to be performed within the State of New York, without
		giving effect to any choice-of-law provisions thereof that would compel the
		application of the substantive laws of any other jurisdiction.
	 

	 
		6.12 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally
		waives the right to a trial by jury in any action, suit, counterclaim or other
		proceeding (whether based on contract, tort or otherwise) arising out of,
		connected with or relating to this Agreement, the transactions contemplated
		hereby, or the actions of the Investor in the negotiation, administration,
		performance or enforcement hereof.
	 

	 
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		16
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties have caused
		this Registration Rights Agreement to be executed and delivered by their duly
		authorized representatives as of the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  INVESTORS
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLAND EQUITY LLC
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  IVY HEALTHCARE CAPITAL II,
				  L.P.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Robert W. Pangia
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  FIELDPOINT CAPITAL, LLC
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Dennis W. O’Dowd
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Virgilio Rene Veloso
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Leslie D. Michelson
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  William V. Campbell
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  William F. Owens
				

			 

 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Michael A. Henning
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  KANDERS & COMPANY
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				

			 	
				

				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
				

			 


		
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