Unassociated Document


    EXHIBIT
10.9

     

    REGISTRATION RIGHTS
AGREEMENT

     

    REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as
of September 3, 2009, by and between Capital Reserve Canada Limited
a Canada Corporation (the “Company”) and Auctus Private Equity Fund,
LLC a Massachusetts corporation (the “Investor”).

     

    WHEREAS:

     

    A.   in connection with the
Drawdown Equity Financing Agreement by and between the parties hereto of even
date herewith (the “Drawdown Equity Financing
Agreement”) the Company has agreed, upon the terms and subject to the
conditions of the Drawdown Equity Financing Agreement, to issue and sell to the
Investor that number of shares of the Company’s common stock, per share (the
“Common Stock”)
which can be purchased pursuant to the terms of the Drawdown Equity Financing
Agreement for an aggregate purchase price of up to Ten Million Dollars
($10,000,000). Capitalized terms not defined herein shall have the meaning
ascribed to them in the Drawdown Equity Financing Agreement.


    
       

      B.     To
induce the Investor to execute and deliver the Drawdown Equity Financing
Agreement. The Company has agreed to provide certain registration rights under
the Securities Act of
1933, as amended, and
the rules and regulations there under, or any similar successor statute
(collectively, the Securities 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 the Investor Hereby agree as
follows

    

    
       

      1         Definitions

       

    

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

     

    
      	
              a.  

            	
              “Person” means a
      corporation, a limited liability company. An association, a partnership,
      an organization, a business, an individual, a governmental or political
      subdivision thereof or a governmental
agency.

            


    

     

    
      	
              b.  

            	
              “Register,”
      “registered,”
      and “registration”
      refer to a registration effected by preparing and filing one or more
      Registration Statements (as defined below) in compliance with the
      Securities Act and pursuant to Rule 415 under the Securities Act or any
      successor rule providing for offering securities of effectiveness of such
      Registration (“Rule 415”), and
      the declaration  r ordering of effectiveness of such
      Registration Statement(s) by the United States Securities and Exchange
      Commission (the “SEC”).

            


    

     

    
      	
              c.  

            	
              "Registable
      Securities" have the meaning provided in definition 1c. of the
      Drawdown Equity Financing
Agreement.

            


    

     

    
      	
              d.  

            	
              “Registration
      Statement” means a registration statement under the Securities Act
      which covers the Registrable
Securities.

            


    

     

    
      
         

      

      
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    2.        REGISRATION.

     

    
      	
              a.  

            	
                Mandatory
      Registration. The Company shall prepare and file with the SEC a
      Registration Statement on Form -1, or on such other form as is available,
      no later than one hundred
      twenty(1 20) calendar days after the Company s Annual Report on Form 20-F
      for it's fiscal- year ended December 31, 2008 is filed with the SEC
      (the “Scheduled
      Filing Deadline "). The Company shall use all commercially
      reasonable efforts to have the Registration Statement(s) declared
      effective by the SEC within one hundred and twenty (120) calendar days
      from the date that the Registration Statement is filed with the SEC, The
      Company shall cause the Registration Statement to remain effective until
      the full completion of the Commitment Period (as such term is defined in
      the Drawdown Equity Financing
Agreement).

            


    

     

    
      	
              b.  

            	
               Sufficient number of
      Shares Registered.  In the event the number of shares
      available under a Registration Statement filed pursuant to Section 2(a) is
      insufficient to cover all of the Registrable Securities pursuant to the
      Drawdown Equity Financing Agreement, the Company shall amend the
      Registration Statement, or file a new Registration Statement (on the short
      form available therefore, if applicable), or both, so as to cover all of
      such Registrable Securities pursuant to the Drawdown Equity Financing
      Agreement as soon as practicable. 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 Registrable
      Securities issuable on an Advance Notice Date is greater than the number
      of shares available for resale under such Registration
      Statement.

            


    

     

    3.        Related
Obligations.

     

    a.   The
Company shall keep the Registration Statement effective pursuant to Rule 415 at
all times until the completion of the Commitment Period (as such term is defined
in the Drawdown Equity Financing Agreement) (the “Registration Period “ ), which
Registration Statement (including any amendments or supplements thereto arid
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 light of the circumstances in which
they were made, not misleading.

     

    b.   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 Securities 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 Securities 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's filing a
report on Form 10-Ksb, Form 1O-Q B or Form 8-K or any analogous report under the
Securities Exchange Act of 1934, as amended (the " Exchange Act"), the
Company shall have incorporated such report by reference into the Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the Exchange Act report is filed which created the
requirement for the Company to amend or supplement the Registration
Statement.

     

    C.    The
Company shall furnish to the Investor without charge, (i) at least one copy of
such Registration Statement as declared effective by the SEC and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, all exhibits and each preliminary
prospectus" (ii) ten (10) copies of the final 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 as such Investor may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such
Investor,

     

    d.   The
Company shall use its reasonable efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
investor reasonably requests, (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 (w) make any
change to its certificate of incorporation or by-laws, (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (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 the Investor
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 threat of any
proceeding for such purpose.

    
      
         

      

      
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    e.   As
promptly as practicable after becoming aware of such event or development, the
Company shall notify the Investor in writing of the happening of any 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 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 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 each Investor, The Company
shall also promptly notify the 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 the Investor by
facsimile on the tame day of such effectiveness), (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.

     

    f.   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 sate in any
jurisdiction within the United States of America 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 the Investor 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.

     

    g.   At
the reasonable request of the Investor, the Company shall furnish to the
Investor, on the date of the effectiveness of the Registration Statement and
thereafter from time to time on such dates as the 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,
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
Investor.

     

    h.   The
Company shall hold in confidence and not make any disclosure of information
concerning the 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 the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to the Investor and allow the Investor, at the Investors expense,
to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, such information.

     

    i.   The
Company shall use its best efforts either to cause all 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 to secure the inclusion for
quotation on the National Association of Securities Dealers, Inc, OTC Bulletin
Board for such Registrable Securities. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section
3(i).

     

    j.   The
Company shall cooperate with the Investor to the extent applicable, to
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 Investor may reasonably
request and registered in such names as the Investor may request.

     

    k.   The
Company shall use its best efforts to cause the Registrable Securities covered
by the applicable 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.

     

    l.   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 the provisions of
Rule 158 under the Securities Act) covering a twelve-month period beginning not
later than the first day of the Company's fiscal quarter next following the
effective date of the Registration Statement.

     

    m.   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, The
investor shall provide the Company with all information and agreements that the
Company needs to include in the Registration Statement or provide to the SEC
regarding Investor or its disposition of Registrable Securities in order to
cause the SEC to declare the Registration Statement(s) effective.

     

    n.   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
Investor) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit
A.

     

    o.   The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of Registrable Securities pursuant to a
Registration Statement.

    
      
         

      

      
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    4.           OBLIGATIONS
OF THE INVESTOR.

     

    The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e), the Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such
Registrable Securities until the Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(e) 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
certificates for shares of Common Stock to a transferee of the Investor in
accordance with the terms of the Drawdown Equity Financing Agreement in
connection with any sale of Registrable Securities with respect to which the
Investor has entered into a contract for sale prior to the investors of a notice
from the Company of the happening of any event of the kind described in Section
3(f0 or the first sentence of 3(e) and for which the Investor has not yet
settled.

     

    5.           EXPENSES
OF REGISTRAION

     

    All
expenses incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees shall be
paid by the Company.

     

    6.           INDEMNIFICATION

     

    With
respect to Registrable Securities which are included in a Registration Statement
under this Agreement;

     

    a.   To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend the Investor, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who
controls the investor within the meaning of the Securities Act or the Exchange
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. (1) 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
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 tight of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation there under
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, (“Violations"). The
Company shall reimburse the Investor and each such controlling person promptly
as such expenses are Incurred and are due and payable, for any legal fees or
disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the Indemnification agreement contained in this
Section 6(a): (x) 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
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto: (y) shall not be
available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(e); and (z) 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. Such Indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person.

     

    b.   In
connection with a Registration Statement, the Investor agrees to 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 Securities Act or the Exchange Act (each an
"Indemnified
Party”) against any Claim or Indemnified Damages to which any of them may
become subject, under the Securities Art, the Exchange Act or otherwise, insofar
as such Claim or Indemnified Damages arise out of or is 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 the Investor expressly for use in connection with
such Registration Statement; and, subject to Section (d), the Investor will
reimburse any legal or other expenses reasonably incurred by them 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 the Investor, which consent shall not be unreasonably
withheld; 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 the 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. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
prospectus was corrected and such new prospectus was delivered to the Investor
prior to the Investor's use of the prospectus to which the Claim
relates.

    
      
         

      

      
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    c.   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 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. The Indemnified Party or Indemnified Person shall
cooperate fully 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 affected 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. 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.

     

    d.   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.

     

    e.   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.

     

    7.           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 8 to the
fullest extent permitted by law; provided, however, that: (I) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller 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 net amount of proceeds received by
such seller from the sale of such Registrable Securities.

     

    8.           REPORTS
UNDER THE EXCHANGE ACT.

     

    With a
view to making available to the Investor the benefits of Rule 144 promulgated
under the Securities Act or any 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:

     

    
      	
              a.  

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

            


    

     

    b.   file
with the SEC in a timely mariner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements (it being understood, that nothing herein
shall limit the Company's obligations under Section 6.3 of the Drawdown Equity
Financing Agreement) and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and

     

    C.   furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with
the reporting requirements of Rule 144, the Securities Act and the Exchange 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
persons with respect to the some Registrable Securities, the Company shelf act
upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.

     

    d.    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 park to receive the
same. The addresses and facsimile numbers for such communications shall
be:

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    If to the
Company, to:          Capital
Reserve Canada Limited

     

    Canadian
Western Bank Place, Suite 2440

     

     18104
,102 Avenue  10303 Jasper Avenue

     

    Edmonton,
ALBERTA, Canada.

     

    T5S 1S7 T5J 3N6

     

    Attention:
Steve Claussen, CEO

     

    Telephone:
780-460-4566

     

    Facsimile:
780-460-0355

     

    If to the
investor,
to:           Au us
Private Equity Fund, LLC

     

    One
Beacon Street. 34th Floor

     

    Boston,
Ma 02108

     

    Attention:
Al Sollami

     

    Telephone:
817-532-6405

     

    Facsimile:
617-532-6402

     

    Any party
may change its address by providing written notice to the other parties hereto
at least five days prior to the effectiveness of sub changes 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.

     

    C.   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.

     

    d.   The
corporate laws of the State of Massachusetts shall govern all issues concerning
the relative rights of the Company and the Investor . All other

    
      
         

      

      
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    e.   This
Agreement and the Drawdown Equity Financing Agreement 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
Drawdown Equity Financing Agreement and the Placement Agent Agreement supersede
all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof and thereof.

     

    f.   This
Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.

     

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

     

    h.   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 a transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.

     

    i.   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 the 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.

     

    J.   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.

     

    k.   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.

     

    (REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    


     

     

     

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

     

    CAPITAL RESERVE CANADA
LIMITED

     

    By: /s/

     

    Name: Steve Claussen

     

    Title:  CEO

     

    


     

    AUCTUS PRIVATE EQUITY FUND,
LLC

     

    By: /s/

     

    Name: Al Sollami

     

    Title: Principal

    
      
         

      

      
        -8-