October 21, 2009 8K Exhibit 10.7





Exhibit 10.7
 



REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 15, 2009, by and
among Zoom Technologies, Inc. a Delaware corporation, with headquarters located at 207 South Street, Boston, Massachusetts 02111
(the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

WHEREAS:

A.In connection with the Securities Purchase Agreement by and among the parties hereto of even date
herewith (the "Securities Purchase Agreement"), the Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue and sell to each Buyer (i) shares (the "Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock"), and (ii) five series of warrants (the "Warrants") which will be exercisable to
purchase shares of Common Stock (as exercised, the "Warrant Shares") in accordance with the terms of the Warrants.

B.In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide the
Buyers certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the "1933 Act"), and applicable state securities laws.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as
follows:


	Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the
Securities Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:



	"Additional Effective Date" means the date the Additional Registration Statement is declared effective
by the SEC.


	"Additional Effectiveness Deadline" means the date which is sixty (60) calendar days after the earlier of
the Additional Filing Date and the Additional Filing Deadline.


	"Additional Filing Date" means the date on which the Additional Registration Statement is filed with the
SEC.


	"Additional Filing Deadline" means if Cutback Shares are required to be included in any Additional
Registration Statement, the later of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under
the immediately preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent
Additional Effective Date, as applicable.









	"Additional Registrable Securities" means, (i) any Cutback Shares not previously included on a
Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Shares, the Warrant Shares, the
Warrants or the Cutback Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise,
without regard to any limitations on exercise of the Warrants.


	"Additional Registration Statement" means a registration statement or registration statements of the
Company filed under the 1933 Act covering any Additional Registrable Securities.


	"Additional Required Registration Amount" means any Cutback Shares not previously included on a
Registration Statement, all subject to adjustment as provided in Section 2(f), without regard to any limitations on exercises of the
Warrants.


	"Bloomberg" means Bloomberg Financial Markets.


	"Business Day" means any day other than Saturday, Sunday or any other day on which commercial
banks in the City of New York are authorized or required by law to remain closed.


	"Closing Date" shall have the meaning set forth in the Securities Purchase Agreement.


	"Cutback Shares" means any of the Initial Required Registration Amount (without regard to clause (II)
in the definition thereof) of Registrable Securities not included in all Registration Statements previously declared effective hereunder as a
result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC
pursuant to Rule 415.  For the purpose of determining the Cutback Securities, in order
to determine any applicable Required Registration Amount, first the Warrant Shares shall be excluded on a pro rata basis until all of the
Warrant Shares have been excluded.


	"Effective Date" means the Initial Effective Date and the Additional Effective Date, as
applicable.


	"Effectiveness Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness
Deadline, as applicable.


	"Filing Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as
applicable.


	"Initial Effective Date" means the date that the Initial Registration Statement has been declared
effective by the SEC.


	"Initial Effectiveness Deadline" means the date ninety (90) calendar days after the Closing Date.



	"Initial Filing Deadline" means the date which is thirty (30) calendar days after the Closing
Date.

                              2









	"Initial Registrable Securities" for the Initial Registration Statement means (i) the Shares, (ii) the
Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued or issuable, with respect
to the Shares, the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise, without regard to any limitations on exercise of the Warrants.


	"Initial Registration Statement" means a registration statement or registration statements of the
Company filed under the 1933 Act covering the Initial Registrable Securities.


	"Initial Required Registration Amount" means (I) the sum of (i) the number of Shares issued and (ii) the
number of Warrant Shares issued and issuable pursuant to the Warrants as of the Trading Day immediately preceding the applicable date of
determination, all subject to adjustment as provided in Section 2(f), without regard to any limitations on exercises of the Warrants or (II) such
other amount as may be required by the staff of the SEC pursuant to Rule 415 with any cutback applied pro rata to all Investors.  


	"Investor" means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights
under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.


	"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or agency thereof.


	"register," "registered," and "registration" refer to a registration effected by preparing
and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of
effectiveness of such Registration Statement(s) by the SEC.


	"Registrable Securities" means the Initial Registrable Securities and the Additional Registrable
Securities.


	"Registration Statement" means the Initial Registration Statement and the Additional Registration
Statement, as applicable.


	"Required Holders" means the holders of at least 75% of the Registrable Securities.



	"Required Registration Amount" means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.



	"Rule 415" means Rule 415 promulgated under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis.

                              3








	"SEC" means the United States Securities and Exchange Commission.



	"Weighted Average Price" means, for any security as of any date, the dollar volume-weighted average
price for such security on the Trading Market during the period beginning at 9:30:01 a.m., New York Time (or such other time as the
Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as the
Principal Market publicly announces is the official close of trading) as reported by Bloomberg through its "Volume at Price" functions, or, if
the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York Time (or such other time as such market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as such market publicly
announces is the official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the "pink sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).  If the Weighted
Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such
security on such date shall be the fair market value as mutually determined by the Company and the Required Holders.  If the Company and
the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to
Section 11(p).  All such determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.
	Registration.



	Initial Mandatory Registration.  The Company shall prepare, and, as soon as practicable, but in no
event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the
Initial Registrable Securities.  In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is
available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of
Section 2(e).  The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common
Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the
SEC.  The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Selling
Stockholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B.  The
Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no
event later than the Initial Effectiveness Deadline.  By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the
Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Initial Registration Statement.

                              4









	Additional Mandatory Registrations.  The Company shall prepare, and, as soon as practicable but in no
event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all
of the Additional Registrable Securities not previously registered on an Additional Registration Statement hereunder.  To the extent the staff
of the SEC does not permit the Additional Required Registration Amount to be registered on an Additional Registration Statement, the
Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the
maximum number of remaining Additional Registrable Securities until the Additional Required Registration Amount has been registered with
the SEC.  In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a
registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e).  Each
Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal
to the Additional Required Registration Amount determined as of the date such Additional Registration Statement is initially filed with the
SEC.  Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Selling
Stockholders" and "Plan of Distribution" sections in substantially the form attached hereto as Exhibit B.  The
Company shall use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but
in no event later than the Additional Effectiveness Deadline.  By 9:30 a.m. New York time on the Business Day following the Additional
Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in
connection with sales pursuant to such Additional Registration Statement.


	Allocation of Registrable Securities.  The initial number of Registrable Securities included in any
Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the
Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the SEC.  In the event that an Investor sells or otherwise
transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of
Registrable Securities included in such Registration Statement for such transferor.  Any shares of Common Stock included in a Registration
Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors
which are covered by such Registration Statement.  In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required Holders.


	Legal Counsel.  Subject to Section 5 hereof, the Required Holders shall have the right to select one
legal counsel to review and oversee any registration pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth
& Zabel LLP or such other counsel as thereafter designated by the Required Holders.  The Company and Legal Counsel shall
reasonably cooperate with each other in performing the Company's obligations under this Agreement.

                              4









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


	Sufficient Number of Shares Registered.  In the event the number of shares available under a
Registration Statement filed pursuant to Section 2(a) or Section 2(b) is insufficient to cover all of the Registrable Securities required to be
covered by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the
Company shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the
filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15)
days after the necessity therefor arises.  The Company shall use its best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof.  For purposes of the foregoing provision, the number of
shares available under a Registration Statement shall be deemed "insufficient to cover all of the Registrable Securities" if at any time the
number of shares of Common Stock available for resale under the Registration Statement is less than the product determined by multiplying
(i) the Required Registration Amount as of such time by (ii) 0.90.  The calculation set forth in the foregoing sentence shall be made without
regard to any limitations on exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable for shares of
Common Stock at the then prevailing Exercise Price (as defined in the Warrants).


	Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement.  If (i) a
Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company
pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline (a "Filing Failure") or (B) not
declared effective by the SEC on or before the respective Effectiveness Deadline (an "Effectiveness Failure") or (ii) on any day
after the Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made
(other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or otherwise (including,
without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales
to be made pursuant to such Registration Statement, to register a sufficient number of shares of Common Stock or to maintain the listing of
the Common Stock) (a "Maintenance Failure") then, as partial relief for the damages to any holder by reason of any such delay in
or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies
available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an
amount equal to two percent (2.0%) of the aggregate purchase price of such Investor's Registrable Securities, payable fifty percent (50%) in
cash and fifty percent (50%) in Common Stock, whether or not included in such Registration Statement, on each of the following dates:  (i)
the day of a Filing Failure; (ii) the day of an Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on every thirtieth day after
the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is




                              6









cured; (v) on every
thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such
Effectiveness Failure is cured; and (vi) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for
periods totaling less than thirty days) until such Maintenance Failure is cured.  The payments to which a holder shall be entitled pursuant to
this Section 2(g) are referred to herein as "Registration Delay Payments".  Notwithstanding the foregoing, no Registration Delay
Payments shall accrue after 180 days from the Closing Date.  Registration Delay Payments shall be paid on the earlier of (I) the dates set
forth above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured.  In the event the
Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of
one and one-half percent (1.5%) per month (prorated for partial months) until paid in full.  The number of shares of Common Stock issuable
to the Buyers as the Common Stock portion of any Registration Delay Payments shall be equal to the quotient determined by dividing the
cash portion of such Registration Delay Payments by ninety percent (90%) of the arithmetic average of the Weighted Average Prices of the
Common Stock for the five (5) Trading Days immediately preceding the date that the applicable Registration Delay Payment is actually
accrued.

	Related Obligations.

At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a),
2(b), 2(e) or 2(f), the Company will use its best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:



	The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the
Registrable Securities and use its best efforts to cause such Registration Statement relating to the Registrable Securities to become
effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline).  The Company shall keep each
Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144 (or any successor thereto)
promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such
Registration Statement (the "Registration Period").  The Company shall ensure that each Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of
the circumstances in which they were made) not misleading.  The term "best efforts" shall mean, among other things, that the Company
shall submit to the SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular
Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement,
as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for
acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of
such request.  The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as
practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is
required in order for a Registration Statement to be declared effective.

                              7









	The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to
be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all
times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all
Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such
Registration Statement.  In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to
this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 10-K or any
analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement.


	The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least
five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within
a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement
thereto in a form to which Legal Counsel reasonably objects.  The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not
be unreasonably withheld.  The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or
the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared
and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of
any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto.  The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.


                              8









	The Company shall furnish to each Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement
and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested
by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such
Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor
may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


	The Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or
"blue sky" laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject
itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.  The Company
shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue
sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose.


	The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly
as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such
notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal
Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).  The Company
shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness and by
overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate. 

                              9









	The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


	If any Investor is required under applicable securities laws to be described in the Registration Statement as an
underwriter or an Investor believes that it could reasonably be deemed to be an
underwriter of Registrable Securities, at the reasonable request of such Investor, the Company shall furnish to such Investor, on
the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably
request (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an
opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed to the Investors.


	If any Investor is required under applicable securities laws to be described in the Registration Statement as an
underwriter or an Investor believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall
make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the
Investors (collectively, the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and cause the
Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that
each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or
other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified,
unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is
otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order
from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this Agreement.  Each Investor agrees that it shall, upon learning that disclosure of such
Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential.  Nothing herein (or in any other confidentiality agreement between the Company and any Investor)
shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws
and regulations.

                              10









	The Company shall hold in confidence and not make any disclosure of information concerning an Investor
provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or
any other agreement.  The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and
allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for,
such information.


	The Company shall use its best efforts either to (i) cause all of the Registrable Securities covered by a
Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion
for quotation of all of the Registrable Securities on The NASDAQ Global Select Market or (iii) if, despite the Company's best efforts, the
Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on The NASDAQ Global
Market, The New York Stock Exchange, The NASDAQ Capital Market or the NYSE Amex Equities for such Registrable Securities and,
without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority ("FINRA") as such with respect to such Registrable Securities.  The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(k).


	The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the
extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


	If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such
offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by an Investor holding any Registrable Securities.


	The Company shall use its best efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.

                              11









	The Company shall make generally available to its security holders as soon as practical, but not later than
ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided
by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's
fiscal quarter next following the applicable Effective Date of a Registration Statement.


	The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC
in connection with any registration hereunder.


	Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered
effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


	Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay
the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the
Company, otherwise required (a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the
existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the
Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed five (5)
consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of twenty (20)
days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an
"Allowable Grace Period").  For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and
include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors
receive the notice referred to in clause (ii) and the date referred to in such notice.  The provisions of Section 3(g) hereof shall not be
applicable during the period of any Allowable Grace Period.  Upon expiration of the Grace Period, the Company shall again be bound by the
first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer
applicable.  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common
Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to the Investor's receipt of the notice of a
Grace Period and for which the Investor has not yet settled.  


	Neither the Company nor any Subsidiary or affiliate thereof shall identify any Buyer as an underwriter in any
public disclosure or filing with the SEC or any Principal Market (as defined in the Securities Purchase Agreement) or Eligible Market and any
Buyer being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other
Transaction Document (as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not
prohibit the Company from including the disclosure found in the "Plan of Distribution" section attached hereto as Exhibit B in the
Registration Statement.  

                              12






	Obligations of the Investors.



	At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company
shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of
such Investor's Registrable Securities included in such Registration Statement.  It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such
Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.  


	Each Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder,
unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities
from such Registration Statement.


	Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or
amendment is required.  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any
sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice
from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor
has not yet settled.


	Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933
Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration
Statement.

                              13






	Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company.  The Company shall
also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant
to Sections 2 and 3 of this Agreement which amount shall be limited to $20,000 for each such registration, filing or qualification.

	Indemnification.

In the event any Registrable Securities are included in a Registration Statement under this Agreement:



	To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend
each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any
Investor within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several,
(collectively, "Claims") incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or
appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified Damages"), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon:  (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue
sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission or alleged omission to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations").  Subject to Section 6(c), the
Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim.  Notwithstanding anything to the



                              14









contrary contained herein, the indemnification agreement contained in this Section 6(a):  (i) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant
to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld or delayed.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by
the Investors pursuant to Section 9.



	In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to
severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified
Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party, promptly as such expenses
are incurred and are due and payable, for any legal or other expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not
exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement.  Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.  


	Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
of not more than one counsel for all



                              15









such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable
opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding.  In the case of an Indemnified Person, legal counsel
referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim relates.  The Indemnified Party or Indemnified Person shall
cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the
indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim.  The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto.  No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the prior written consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified
Party.  Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party
or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.



	The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


	The indemnity agreements contained herein shall be in addition to  (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be
subject to pursuant to the law.
	Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that:  (i) no Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to
contribution from any




                              16








Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii)
contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the
sale of such Registrable Securities pursuant to such Registration Statement.


	Reports Under the 1934 Act. 

With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to:



	make and keep public information available, as those terms are understood and defined in Rule 144; 


	file with the SEC in a timely manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and


	furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a
written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,
(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without
registration.
	Assignment of Registration Rights. 

The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any
portion of such Investor's Registrable Securities if:  (i) the Investor agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee,
and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer
or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state
securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been
made in accordance with the applicable requirements of the Securities Purchase Agreement.




                              17






	Amendment of Registration Rights.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.  No such
amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.  No consideration shall
be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.

	Miscellaneous.



	A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own
of record such Registrable Securities.  If the Company receives conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such
record owner of such Registrable Securities.


	Any notices, consents, waivers or other communications required or permitted to be given under the terms of
this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the
party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Company:  


Zoom Technologies, Inc.

   207 South Street 

   Boston, Massachusetts 02111

   Phone:  (703) 720-0333

   Fax:      (703) 997-5633

Attention:Anthony K. Chan





With a copy (for informational purposes only) to:


Ellenoff Grossman & Schole LLP

   150 E 42nd Street, 11th Floor

   New York, New York 10017

   Telephone:(212) 370-1300 Ext. 7137

   Facsimile:(212) 370-7889

   Attention:  Barry I. Grossman







                              17








If to the Transfer Agent:


Computershare Investor Services

   1745 Gardena Avenue

   Glendale, California 91204

   Telephone:(818) 254-3160 

Facsimile:(818) 502-0674

   Attention:Jim Hunter




If to Legal Counsel:


Schulte Roth & Zabel LLP

   919 Third Avenue

   New York, New York  10022

   Telephone:  (212) 756-2000

   Facsimile:  (212) 593-5955

   Attention:  Eleazer N. Klein, Esq.





If to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to
such Buyer's representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the
attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


	Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof.


	All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner



                              19









permitted by law.  EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.



	If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or
unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be
deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the
parties or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as
possible to that of the prohibited, invalid or unenforceable provision(s).


	This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the
instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and
therein.  This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior
agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


	Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the
permitted successors and assigns of each of the parties hereto.


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


	This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement.  This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


	Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                              20









	All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be
made, unless otherwise specified in this Agreement, by the Required Holders.


	The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent and no rules of strict construction will be applied against any party. 


	This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


	The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor,
and no provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor.  Nothing
contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated herein.


	Unless otherwise indicated, all dollar amounts referred to in this Agreement are in
United States Dollars.  All amounts owing under this Agreement shall be paid in US dollars.  All amounts denominated in other currencies
shall be converted in the US dollar equivalent amount in accordance with the Exchange Rate on the date of calculation.  "Exchange
Rate" means, in relation to any amount of currency to be converted into US dollars pursuant to this Agreement, the US dollar exchange
rate as published in the Wall Street Journal on the relevant date of calculation.


	In the case of a dispute as to the determination of the Weighted Average Price, the Company shall submit the
disputed determinations via facsimile within two (2) Business Days of receipt of a notice giving rise to such dispute to the Required Holders.
If the Required Holders and the Company are unable to agree upon such determination or calculation of the Weighted Average Price within
three (3) Business Days of such disputed determination being submitted to the Required Holders, then the Company shall, within two (2)
Business Days submit via facsimile the disputed determination of the Weighted Average Price to an independent, reputable investment bank
selected by the Company and approved by the Required Holders.  The Company shall cause at its expense the investment bank to perform
the determinations or calculations and notify the Company and the Required Holders of the results no later than ten (10) Business Days
from the time it receives the disputed determinations or calculations.  Such investment bank's determination shall be binding upon all parties
absent demonstrable error.

                              21









	Judgment Currency.



	If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it
becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 11(p) referred to as the
"Judgment Currency") an amount due in US Dollars under this Agreement, the conversion shall be made at the Exchange Rate
prevailing on the Business Day immediately preceding:

(a)the date of actual payment of the amount due, in the case of any proceeding in the courts of New York or in
the courts of any other jurisdiction that will give effect to such conversion being made on such date: or 

(b)the date on which the foreign court determines, in the case of any proceeding
in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section being hereinafter referred to as
the "Judgment Conversion Date").


	If in the case of any proceeding in the court of any jurisdiction referred to in Section 11(p)(i)(b) above, there is a
change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the
applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


	Any Amount due from the Company under this provision shall be due as a separate debt and shall not be
affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

* * * * * *

[Signature Page Follows]



                              22






IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above.


	 	
COMPANY:

	
	

	 	
ZOOM TECHNOLOGIES, INC.

	 	 
	 	 
	 	 
	 	By:__________________________________

Name:   

Title:    


	 	 




 

 

 

 


                              1






IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above.


	
BUYERS:


	
HUDSON BAY FUND, LP
By:

Name:

Title:


	 





 



                              2







IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above.


	
BUYERS:


	
HUDSON BAY OVERSEAS FUND, LTD.
By:

Name:

Title:


	 





 



                              3







IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first written above.


	 	
[OTHER BUYERS:]

	 	 
	 	 
	 	 
	 	 
	 	 
	 	By:__________________________________

Name:  

Title:    


	 	 




 

 

 

 


                              4







SCHEDULE OF BUYERS


	
 

Buyer 

	
Buyer Address

and Facsimile Number
	
Buyer's Representative's Address 

and Facsimile Number

	
Hudson Bay Fund, LP
	
120 Broadway, 40th Floor

New York, New York 10271

Attention: Yoav Roth

Facsimile:  212-571-1279

Telephone: 212-571-12444

Residence: United States

E-mail: investments@hudsonbaycapital.com

             
	Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attn:  Eleazer Klein, Esq. 

Facsimile:  (212) 593-5955

Telephone:  (212) 756-2000


	
Hudson Bay Overseas Fund, Ltd.
	
120 Broadway, 40th Floor

New York, New York 10271

Attention: Yoav Roth

Facsimile:  212-571-1279

Telephone: 212-571-12444

E-mail: investments @hudsonbaycapital.com

             
	Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attn:  Eleazer Klein, Esq. 

Facsimile:  (212) 593-5955

Telephone:  (212) 756-2000


	[Other Buyers]

	 	 




 


                              5







FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

Computershare Investor Services

   1745 Gardena Avenue

   Glendale, California 91204

Attention:[                         ]




Re:Zoom Technologies, Inc.





Ladies and Gentlemen:

[We are][I am] counsel to Zoom Technologies, Inc., a Delaware corporation (the "Company"), and have
represented the Company in connection with that certain Securities Purchase Agreement (the "Securities Purchase Agreement")
entered into by and among the Company and the buyers named therein (collectively, the "Holders") pursuant to which the
Company issued to the Holders shares (the "Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock") and five series of warrants exercisable for shares of Common Stock (the "Warrants").  Pursuant to the
Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the
"Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the Shares and the shares of Common Stock issuable upon exercise
of the Warrants, under the Securities Act of 1933, as amended (the "1933 Act").  In connection with the Company's obligations
under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form S-3 (File No.
333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names each of the Holders as a selling stockholder thereunder.

In connection with the foregoing, [we][I] advise you that a member of the SEC's staff has advised [us][me] by
telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic
inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant
to the Registration Statement.


                              1






This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by
the Holders pursuant to the Registration Statement.  You need not require further letters from us to effect any future legend-free issuance or
reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated
_______ __, 20__.  
Very truly yours,

[ISSUER'S COUNSEL]

By:_____________________















CC:[LIST NAMES OF HOLDERS]


 

 


                              2







EXHIBIT B


SELLING STOCKHOLDERS

The shares of common stock being offered by the selling stockholders are those previously issued to the Selling
Stockholders and those issuable to the selling stockholders upon exercise of the warrants.  For additional information regarding the
issuances of common stock and the warrants, see "Private Placement of Shares and Warrants" above.  We are registering the shares of
common stock in order to permit the selling stockholders to offer the shares for resale from time to time.  Except for the ownership of the
shares of common stock and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any
material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares
of common stock by each of the selling stockholders.  The second column lists the number of shares of common stock beneficially owned by
each selling stockholder, based on its ownership of common stock and warrants, as of ________, 20__, assuming exercise of the warrants
held by the selling stockholders on that date, without regard to any limitations on exercise.

The third column lists the shares of common stock being offered by this prospectus by the selling stockholders.

In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus
generally covers the resale of at least the sum of (i) the number of shares of Common Stock issued and (ii) the number of shares of
common stock issued and issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised, as
applicable, in full, as of the Trading Day immediately preceding the date this registration statement is initially filed with the SEC.  The fourth
column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms of the warrants, a selling stockholder may not exercise the warrants, to the extent such exercise
would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would
exceed 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination
shares of common stock issuable upon exercise of the warrants which have not been exercised.  The number of shares in the second
column does not reflect this limitation.  The selling stockholders may sell all, some or none of their shares in this offering.  See "Plan of
Distribution."


                              3





	
 





Name of Selling Stockholder
	
Number of Shares of Common Stock Owned Prior to Offering
	
Maximum Number of Shares of Common Stock to be Sold Pursuant to this
Prospectus
	
Number of Shares of Common Stock Owned After Offering

	
Hudson Bay Fund LP  (1)
	 	 	
0

	
Hudson Bay Overseas Fund Ltd. (2)
	 	 	 
	
[Other Buyers]
	 	 	 





(1)

(2).


                              1









PLAN OF DISTRIBUTION

We are registering the shares of common stock previously issued and the shares of common stock issuable
upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the warrants from time to time after the
date of this prospectus.  We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and
offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.  If the shares of common stock are
sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or
agent's commissions.  The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.  These sales may be effected in transactions,
which may involve crosses or block transactions, 




	on any national securities exchange or quotation service on which the securities may be listed or quoted at the
time of sale;


	in the over-the-counter market;


	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;


	through the writing of options, whether such options are listed on an options exchange or otherwise;


	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;


	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;


	an exchange distribution in accordance with the rules of the applicable exchange;


	privately negotiated transactions;


	short sales;


	sales pursuant to Rule 144;










	broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a
stipulated price per share;


	a combination of any such methods of sale; and


	any other method permitted pursuant to applicable law.



If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or
commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent
or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions involved).  In connection with sales of the shares of common stock or
otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
shares of common stock in the course of hedging in positions they assume.  The selling stockholders may also sell shares of common stock
short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in
connection with such short sales.  The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn
may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of Common
Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders under this prospectus.  The selling stockholders also may transfer
and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.  At the time a
particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the
aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-
dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.


                              2







Under the securities laws of some states, the shares of common stock may be sold in such states only through
registered or licensed brokers or dealers.  In addition, in some states the shares of common stock may not be sold unless such shares have
been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered
pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person.  Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock.  All of the foregoing may affect
the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to
the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights
agreement, estimated to be $[     ] in total, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling stockholder will
pay all underwriting discounts and selling commissions, if any.  We will indemnify the selling stockholders against liabilities, including some
liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to
contribution.  We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may
arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will
be freely tradable in the hands of persons other than our affiliates.


                              3





s