Unassociated Document


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of _________________ ____ , 2007, by and among Alpha Nutra, Inc., d/b/a
      China
      Broadband a Nevada corporation (the “Company”),
      and
      each of the parties listed on Schedule
      A
      hereto
      (together with its respective affiliates and any assignee or transferee of
      all
      of its respective rights hereunder, the “Investor”).
      (The
      Company and the Investor may sometimes be referred to herein individually as
      a
“party”
and
      collectively as the “parties.”)

    


    RECITALS

    


    A. The
      Company is offering for sale to certain Investors listed on Schedule
      A
      hereto
      (the “November
      Offering Investors”),
      shares of its restricted common stock (the “Common
      Stock”
and,
      the shares sold to the November Offering Investors are hereinafter referred
      to
      as the “Shares”)
      and
      Redeemable Common Stock Purchase Warrants (the “Warrants”
and,
      the Common Stock issuable upon exercise of the Warrants are sometimes referred
      to herein as the “Warrant
      Shares”)
      pursuant to a private placement memorandum, as amended (the “Memorandum”)
      and
      subscription agreement (the “Offering”).
      

    


    B. To
      induce
      the November Offering Investors to acquire Shares and Warrants in the Offering
      and to encourage and facilitate exercises of the Warrants, the Company has
      agreed to provide 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. 

    


    C. The
      Company has
      entered into an agreement to acquire China Broadband, Ltd, a Cayman Islands
      company (“China
      Broadband Cayman”),
      pursuant to which, among other things, the Company has agreed to assume China
      Broadband Cayman’s obligations $325,000 principal amount of 7% Convertible Notes
      upon or before closing of the Offering and to register for re-sale (i) shares
      of
      the Company’s Common Stock underlying said notes (the “Conversion
      Shares”)
      which
      Conversion Shares underlie the notes held by the note Investors therein (the
      “Convertible
      Note Investors”)
      and
      (ii) shares of the Company’s Common Stock issued or to be issued to certain
      affiliates of the Company and of China Broadband Cayman (“Existing
      Shareholders”)
      as
      consideration for the acquisition (the “Existing
      Shares”),
      hereto. 

    


    D. Certain
      other consultants, placement agents or other persons have been issued
      securities as set forth on Schedule
      A
      which
      securities are also subject to this Agreement. 

    


    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.

    


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

    


    (i) “Company”
      means
      the
      Company set forth in the preamble to this agreement or its successor in
      interest.

    


    (ii) “Investor”
means
      the November Offering Investors, and the holders or beneficial owners of
      Conversion Shares and Existing Shares and warrants, and all other persons set
      forth on Schedule
      A
      hereto,
      as amended from time to time, and any transferee or assignee who agrees to
      become bound by the provisions of this Agreement in accordance with Section
      9
      hereof.

    


    (iii) “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a Registration Statement
      or
      Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
      1933 Act or any successor rule providing for offering securities on a continuous
      basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement
      by
      the United States Securities and Exchange Commission (the “SEC”).

    


    (iv) “Registrable
      Securities”
means
      the (i) Shares, (ii) any Warrant Shares (but not the Warrants) or shares
      underlying warrants issued to the Placement Agent, or their affiliates in
      connection with the Offering or previously issued to such Placement Agent or
      shares and shares underlying warrants held by the principal shareholders of
      the
      Company prior to the acquisition of China Broadband Cayman, (iv) the Existing
      Shares, and (iii) any shares issued or issuable as a dividend on or in exchange
      for or otherwise with respect to any of the foregoing. Notwithstanding anything
      to the contrary contained herein, shares of Common Stock shall cease to be
      Registrable Securities once they may be sold by the holder under Rule
      144(k).

    


    (v) “Registration
      Statement”
means
      a
      registration statement of the Company under the 1933 Act.

    


    b. Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Memorandum. 

    


    2. REGISTRATION.

    


    a. The
      Company shall use reasonable commercial efforts to cause the Parent Company
      to
      prepare and file with the SEC within 91 days following the last closing of
      the
      Offering (said filing date being referred to herein as the “Filing
      Date”)
      a
      Registration Statement on Form SB-2 (or, if Form SB-2 is not then available,
      on
      such form of Registration Statement as is then available to effect a
      registration of the Registrable Securities, subject to the consent of the
      Investor, which consent will not be unreasonably withheld) covering the resale
      of the Registrable Securities. 

     

    
      
        
        

      

      
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    b. If
      any
      offering pursuant to a Registration Statement pursuant to Section 2(a) hereof
      involves an underwritten offering, the Investors who holds a
      majority-in-interest of the Registrable Securities subject to such underwritten
      offering shall have the right to select one legal counsel and an investment
      banker or bankers and manager or managers to administer the offering, which
      investment banker or bankers or manager or managers shall be reasonably
      satisfactory to the Company.

    


    c. [Omitted.]

    


    d. Subject
      to the last sentence of this Section 2(d), if at any time prior to the
      expiration of the Registration Period (as hereinafter defined) the Company
      shall
      determine to file with the SEC a Registration Statement relating to an offering
      for its own account or the account of others under the 1933 Act of any of its
      equity securities (other than on Form S-4 or Form S-8 or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans), the Company
      shall
      send to each Investor who is entitled to registration rights under this Section
      2(d) written notice of such determination and, if within fifteen (15) days
      after
      the effective date of such notice, such Investor shall so request in writing,
      the Company shall include in such Registration Statement all or any part of
      the
      Registrable Securities such Investor requests to be registered, except that
      if,
      in connection with any underwritten public offering for the account of the
      Company the managing underwriter(s) thereof shall impose a limitation on the
      number of shares of Common Stock which may be included in the Registration
      Statement because, in such underwriter(s)’ judgment, marketing or other factors
      dictate such limitation is necessary to facilitate public distribution, then
      the
      Company shall be obligated to include in such Registration Statement only such
      limited portion of the Registrable Securities with respect to which such
      Investor has requested inclusion hereunder as the underwriter shall permit.
      Any
      exclusion of Registrable Securities shall be made pro rata among the Investor
      seeking to include Registrable Securities in proportion to the number of
      Registrable Securities sought to be included by such Investor; provided,
      however,
      that
      the Company shall not exclude any Registrable Securities unless the Company
      has
      first excluded all outstanding securities, the holders of which are not entitled
      to inclusion of such securities in such Registration Statement or are not
      entitled to pro rata inclusion with the Registrable Securities; and provided,
      further,
      however,
      that,
      after giving effect to the immediately preceding proviso, any exclusion of
      Registrable Securities shall be made pro rata with holders of other securities
      having the right to include such securities in the Registration Statement other
      than holders of securities entitled to inclusion of their securities in such
      Registration Statement by reason of demand registration rights. No right to
      registration of Registrable Securities under this Section 2(d) shall be
      construed to limit any registration required under Section 2(a) hereof. If
      an
      offering in connection with which an Investor is entitled to registration under
      this Section 2(d) is an underwritten offering, then each Investor whose
      Registrable Securities are included in such Registration Statement shall, unless
      otherwise agreed by the Company, offer and sell such Registrable Securities
      in
      an underwritten offering using the same underwriter or underwriters and, subject
      to the provisions of this Agreement, on the same terms and conditions as other
      shares of Common Stock included in such underwritten offering. Notwithstanding
      anything to the contrary set forth herein, the registration rights of the
      Investor pursuant to this Section 2(d) shall only be available in the event
      the
      Company fails to timely file, obtain effectiveness or maintain effectiveness
      of
      any Registration Statement to be filed pursuant to Section 2(a) in accordance
      with the terms of this Agreement. Notwithstanding the foregoing, the Company
      shall not be required to include Registrable Securities in any Registration
      Statement (excluding a Registration Statement filed pursuant to Section 2(a))
      if
      the Company is prohibited from doing so pursuant to an agreement that is in
      effect on the date hereof. The Company shall have the right to terminate or
      withdraw any Registration Statement prior to the effectiveness thereof whether
      or not any Investor has elected to include Registrable Securities in such
      Registration Statement.

     

    
      
        
        

      

      
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    3. OBLIGATIONS
      OF THE COMPANY.
      In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:

    


    a. The
      Company shall prepare promptly, and file with the SEC not later than the Filing
      Date, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a), and thereafter use its best efforts to
      cause such Registration Statement relating to Registrable Securities to become
      effective as soon as possible after such filing and keep the Registration
      Statement effective pursuant to Rule 415 at all times until such date as is
      the
      earlier of (i) the date on which all of the Registrable Securities have been
      sold and (ii) the date on which the Registrable Securities (in the opinion
      of
      counsel to the Investor) may be immediately sold to the public without
      registration or restriction (including without limitation as to volume by each
      holder thereof) under the 1933 Act (the “Registration
      Period”),
      which
      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 not misleading.

    


    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statements and
      the prospectus used in connection with the Registration Statements as may be
      necessary to keep the Registration Statements 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 the Registration Statements until such time as all of such
      Registrable Securities have been disposed of in accordance with the intended
      methods of disposition by the seller or sellers thereof as set forth in the
      Registration Statements. In the event the number of shares available under
      a
      Registration Statement filed pursuant to this Agreement is insufficient to
      cover
      all of the Registrable Securities issued or issuable upon conversion of the
      Notes and exercise of the Warrants, 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 the Registrable
      Securities, in each case, as soon as practicable, but in any event within
      forty-five (45) business days after the necessity therefor arises (based on
      the
      market price of the Common Stock and other relevant factors on which the Company
      reasonably elects to rely). The Company shall use its reasonable commercial
      efforts to cause such amendment and/or new Registration Statement to become
      effective as soon as practicable following the filing thereof, but in any event
      within ninety (90) days after the date on which the Company reasonably first
      determines (or reasonably should have determined) the need therefor. The
      provisions of Section 2(c) above shall be applicable with respect to such
      obligation.

     

    
      
        
        

      

      
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    c. The
      Company shall furnish to each Investor whose Registrable Securities are included
      in a Registration Statement and its legal counsel (i) promptly (but in no event
      more than two (2) business days) after the same is prepared and publicly
      distributed, filed with the SEC, or received by the Company, one copy of each
      Registration Statement and any amendment thereto, each preliminary prospectus
      and prospectus and each amendment or supplement thereto, and, in the case of
      the
      Registration Statement referred to in Section 2(a), each letter written by
      or on
      behalf of the Company to the SEC or the staff of the SEC, and each item of
      correspondence from the SEC or the staff of the SEC, in each case relating
      to
      such Registration Statement (other than any letter or information or any portion
      thereof which contains information for which the Company has sought confidential
      treatment or which the Company otherwise deems to be confidential), and (ii)
      such number of copies of a prospectus, including a preliminary prospectus,
      and
      all amendments and supplements thereto and such other documents as such Investor
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Investor. The Company will promptly notify each
      Investor by facsimile of the effectiveness of each Registration Statement or
      any
      post-effective amendment. The Company will within a reasonable time period
      respond to any and all comments received from the SEC (which comments shall
      promptly be made available to the Investor upon request), with a view towards
      causing each Registration Statement or any amendment thereto to be declared
      effective by the SEC as soon as practicable, shall promptly file an acceleration
      request as soon as practicable (but in no event more than five (5) business
      days) following the resolution or clearance of all SEC comments or, if
      applicable, following notification by the SEC that any such Registration
      Statement or any amendment thereto will not be subject to review and shall
      promptly file with the SEC a final prospectus as soon as practicable (but in
      no
      event more than two (2) business days) following receipt by the Company from
      the
      SEC of an order declaring the Registration Statement effective. 

    


    d. The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by the Registration Statements under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as the Investor who
      hold a majority in interest of the Registrable Securities being offered
      reasonably request, (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 (a) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(d), (b) subject itself
      to general taxation in any such jurisdiction, (c) file a general consent to
      service of process in any such jurisdiction, (d) provide any undertakings that
      cause the Company undue expense or burden, or (e) make any change in its charter
      or bylaws, which in each case the Board of Directors of the Company determines
      to be contrary to the best interests of the Company and its
      stockholders.

     

    
      
        
        

      

      
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    e. In
      the
      event Investors who hold a majority-in-interest of the Registrable Securities
      being offered in the offering selects underwriters for the offering which are
      accepted by the Company, the Company shall enter into and perform its
      obligations under an underwriting agreement, in usual and customary form,
      including, without limitation, customary indemnification and contribution
      obligations, with the underwriters of such offering.

    


    f. As
      promptly as practicable after becoming aware of such event, the Company shall
      notify each Investor of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in any 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 not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to any Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to each Investor as such Investor may reasonably
      request; provided that, for not more than thirty (30) consecutive trading days
      (or a total of not more than sixty (60)) trading days in any twelve (12) month
      period), the Company may delay the disclosure of material non-public information
      concerning the Company (as well as prospectus or Registration Statement
      updating) the disclosure of which at the time is not, in the good faith opinion
      of the Company, in the best interests of the Company (an “Allowed
      Delay”);
      provided, further, that the Company shall promptly (i) notify the Investor
      in
      writing of the existence of (but in no event, without the prior written consent
      of an Investor, shall the Company disclose to such Investor any of the facts
      or
      circumstances regarding) material non-public information giving rise to an
      Allowed Delay and (ii) advise the Investor in writing to cease all sales under
      such Registration Statement until the end of the Allowed Delay. Upon expiration
      of the Allowed Delay, the Company shall again be bound by the first sentence
      of
      this Section 3(f) with respect to the information giving rise
      thereto.

    


    g. The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of any Registration Statement, and, if such
      an
      order is issued, to obtain the withdrawal of such order at the earliest possible
      moment and to notify each Investor who holds Registrable Securities being sold
      (or, in the event of an underwritten offering, the managing underwriters) of
      the
      issuance of such order and the resolution thereof.

    


    h. The
      Company shall permit a single firm as counsel designated by the Investor to
      review such Registration Statement and all amendments and supplements thereto
      (as well as all requests for acceleration or effectiveness thereof) a reasonable
      period of time prior to their filing with the SEC, and not file any document
      in
      a form to which such counsel reasonably objects and will not request
      acceleration of such Registration Statement without prior notice to such
      counsel. The sections of such Registration Statement covering information with
      respect to the Investor, the Investor’s beneficial ownership of securities of
      the Company or the Investor intended method of disposition of Registrable
      Securities shall conform to the information provided to the Company by each
      of
      the Investor.

     

    
      
        
        

      

      
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    i. [Omitted.]

    


    j. At
      the
      request of any Investor, the Company shall furnish, on the date that Registrable
      Securities are delivered to an underwriter, if any, for sale in connection
      with
      any Registration Statement or, if such securities are not being sold by an
      underwriter, on the date of effectiveness thereof (i) an opinion, dated as
      of
      such date, from 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 underwriters, if any, and
      the
      Investor and (ii) 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 underwriters, if any, and the
      Investor.

    


    k. The
      Company shall make available for inspection by (i) any Investor, (ii) any
      underwriter participating in any disposition pursuant to a Registration
      Statement, (iii) one firm of attorneys and one firm of accountants or other
      agents retained by the Investor, (iv) one firm of attorneys and one firm of
      accountants or other agents retained by all other Investor, and (v) one firm
      of
      attorneys retained by all such underwriters (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 to enable each Inspector
      to exercise its due diligence responsibility, and cause the Company’s officers,
      directors and employees to supply all information which any Inspector may
      reasonably request for purposes of such due diligence; provided,
      however,
      that
      each Inspector shall hold in confidence and shall not make any disclosure
      (except to an Investor) 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, (b) the release of such Records is ordered pursuant to a subpoena
      or
      other 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 or any other agreement. The
      Company shall not be required to disclose any confidential information in such
      Records to any Inspector until and unless such Inspector shall have entered
      into
      confidentiality agreements (in form and substance satisfactory to the Company)
      with the Company with respect thereto, substantially in the form of this Section
      3(k). 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 Investor’s ability to
      sell Registrable Securities in a manner which is otherwise consistent with
      applicable laws and regulations.

    


    l. 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 order from a court
      or governmental body of competent jurisdiction or otherwise prepared by an
      underwriter in connection with its due diligence (provided that the underwriter
      agrees to keep such information confidential pursuant to the provisions herein),
      or (iv) such information has been made generally available to the public other
      than by disclosure in violation of this 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 notice to such
      Investor prior to making such disclosure, and allow the Investor, at its
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    
      
        
        

      

      
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    m. The
      Company shall (i) cause all the Registrable Securities covered by the
      Registration Statement to be listed on each national 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) to the extent the securities of the
      same class or series are not then listed on a national securities exchange,
      secure the designation and quotation, of all the Registrable Securities covered
      by the Registration Statement on Nasdaq or, if not eligible for Nasdaq, on
      Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTCBB
      and, without limiting the generality of the foregoing, to arrange for at least
      two market makers to register with the National Association of Securities
      Dealers, Inc. (“NASD”)
      as
      such with respect to such Registrable Securities.

    


    n. The
      Company shall provide a transfer agent and registrar, which may be a single
      entity, for the Registrable Securities not later than the effective date of
      the
      Registration Statement.

    


    o. The
      Company shall cooperate with the Investors who hold Registrable Securities
      being
      offered and the managing underwriter or underwriters, if any, to facilitate
      the
      timely preparation and delivery of certificates (not bearing any restrictive
      legends) representing 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 managing underwriter or underwriters,
      if
      any, or the Investor may reasonably request and registered in such names as
      the
      managing underwriter or underwriters, if any, or the Investor may request,
      and,
      within five (5) business days after a Registration Statement which includes
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver, and shall cause legal counsel selected by the Company to deliver,
      to
      the transfer agent for the Registrable Securities (with copies to the Investor
      whose Registrable Securities are included in such Registration Statement) an
      instruction letter and an opinion of such counsel with respect to the sale
      of
      the Registrable Securities.

    


    p. At
      the
      request of the Investors holders of a majority-in-interest of the Registrable
      Securities, (or, in the case of and Registrable Securities originally issued
      to
      the Placement Agent or its affiliates, then Wellfleet Partners, Inc.) the
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      any
      prospectus used in connection with the Registration Statement as may be
      necessary in order to change the plan of distribution set forth in such
      Registration Statement.

     

    
      
        
        

      

      
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    q. From
      and
      after the date of this Agreement, the Company shall not, and shall not agree
      to,
      allow the holders of any securities of the Company to include any of their
      securities in any Registration Statement under Section 2(a) hereof or any
      amendment or supplement thereto under Section 3(b) hereof without the consent
      of
      the holders of a majority-in-interest of the Registrable
      Securities.

    


    r. 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.

    


    4. OBLIGATIONS
      OF THE INVESTOR.
      In
      connection with the registration of the Registrable Securities, the Investor
      shall have the following obligations:

    


    a. 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 the registration of such Registrable
      Securities and shall execute such documents in connection with such registration
      as the Company may reasonably request. At least three (3) business days prior
      to
      the first anticipated filing date of the Registration Statement, the Company
      shall notify each Investor of the information the Company requires from each
      such Investor. 

    


    b. 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 the Registration Statements 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 the Registration
      Statements. Additionally, each Investor agrees to keep all of the information
      it
      requires from the Company that is not otherwise known by the public, strictly
      confidential and to utilize or distribute any information it requires from
      the
      Company other than to comply with the laws or subpoena as set forth in Section
      3(1) above.

    


    c. In
      the
      event Investor holding a majority-in-interest of the Registrable Securities
      being registered (with the approval of the Investor) determine to engage the
      services of an underwriter, each Investor agrees to enter into and perform
      such
      Investor’s obligations under an underwriting agreement, in usual and customary
      form, including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter of such offering and take such other
      actions as are reasonably required in order to expedite or facilitate the
      disposition of the Registrable Securities, 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.

    


    d. 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(f) or 3(g), such
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until such Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the
      Company, such Investor shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of destruction)
      all copies in such Investor’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    e. No
      Investor may participate in any underwritten registration hereunder unless
      such
      Investor (i) agrees to sell such Investor’s Registrable Securities on the basis
      provided in any underwriting arrangements in usual and customary form entered
      into by the Company, (ii) completes and executes all questionnaires, powers
      of
      attorney, indemnities, underwriting agreements and other documents reasonably
      required under the terms of such underwriting arrangements, and (iii) agrees
      to
      pay its pro rata share of all underwriting discounts and commissions and any
      expenses in excess of those payable by the Company pursuant to Section 5
      below.

    


    f. Investor
      understand and acknowledges that recently, the Securities and Exchange
      Commission has been extending extensive comments towards registration statements
      of companies where the registration statements seek to register a significant
      amount of shares or where the registration statement is filed too early after
      the close of the offering relating to the securities being registered.
      Accordingly, in the event that the Company, in its sole reasonable discretion
      believes, that a reduction in the number of Registrable Securities being
      registered is in the best interest of the Company then the number of Registrable
      Securities of all Investors in the Registration Statement shall be reduced
      by
      the Company, pari
      pasu
      based on
      the number of Registrable Securities beneficially owned by such Investor.


    


    5. 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
      qualification fees, printers and accounting fees, the fees and disbursements
      of
      counsel for the Company, and the reasonable fees and disbursements (not to
      exceed $3,000 in the aggregate) of one counsel selected by the Investor pursuant
      to Sections 2(b) and 3(h) hereof shall be borne by the Company. 

    


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

    


    a. To
      the
      extent permitted by law, the Company will indemnify, hold harmless and defend
      (i) each Investor who holds such Registrable Securities, (ii) the directors,
      officers, partners, employees, agents and each person who controls any Investor
      within the meaning of the 1933 Act or the Securities Exchange Act of 1934,
      as
      amended (the “1934
      Act”),
      if
      any, (iii) any underwriter (as defined in the 1933 Act) for the Investor, and
      (iv) the directors, officers, partners, employees and each person who controls
      any such underwriter within the meaning of the 1933 Act or the 1934 Act, if
      any
      (each, an “Indemnified
      Person”),
      against any joint or several losses, claims, damages, liabilities or expenses
      (collectively, together with actions, proceedings or inquiries by any regulatory
      or self-regulatory organization, whether commenced or threatened, in respect
      thereof, “Claims”)
      to
      which any of them may become subject insofar as such Claims arise out of or
      are
      based upon: (i) any untrue statement or alleged untrue statement of a material
      fact in a Registration Statement or the omission or alleged omission to state
      therein a material fact required to be stated 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; or (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 (the matters in the foregoing clauses
      (i)
      through (iii) being, collectively, “Violations”).
      Subject to the restrictions set forth in Section 6(c) with respect to the number
      of legal counsel, the Company shall reimburse the Indemnified Person, promptly
      as such expenses are incurred and are due and payable, for any reasonable legal
      fees 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): (i) shall not apply to a Claim 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 any Indemnified Person or underwriter
      for
      such Indemnified Person expressly for use in connection with the preparation
      of
      such Registration Statement or any such amendment thereof or supplement thereto,
      if such prospectus was timely made available by the Company pursuant to Section
      3(c) hereof; (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; and (iii) with respect to
      any
      preliminary prospectus, shall not inure to the benefit of any Indemnified Person
      if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented, such corrected prospectus was timely made
      available by the Company pursuant to Section 3(c) hereof, and the Indemnified
      Person was promptly advised in writing not to use the incorrect prospectus
      prior
      to the use giving rise to a Violation and such Indemnified Person,
      notwithstanding such advice, used it. 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 Investor pursuant to Section 9.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    b. In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees severally and not jointly to indemnify,
      hold harmless and defend, to the same extent and in the same manner set forth
      in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs
      the Registration Statement, each person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
      stockholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such stockholder or
      underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
      and
      together with an Indemnified Person, an “Indemnified
      Party”),
      against any Claim to which any of them may become subject, under the 1933 Act,
      the 1934 Act or otherwise, insofar as such Claim arises out of or is based
      upon
      any Violation by such Investor, 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 will reimburse any legal or other expenses (promptly as such expenses
      are incurred and are due and payable) 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) 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; provided,
      further,
      however,
      that
      the Investor shall be liable under this Agreement (including this Section 6(b)
      and Section 7) for only that amount 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 Investor
      pursuant to Section 9. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(b) with
      respect to any preliminary prospectus shall not inure to the benefit of any
      Indemnified Party if the untrue statement or omission of material fact contained
      in the preliminary prospectus was corrected on a timely basis in the prospectus,
      as then amended or supplemented.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      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 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 indemnifying
      party shall pay for only one separate legal counsel for the Indemnified Persons
      or the Indemnified Parties, as applicable, and such legal counsel shall be
      selected by Investor holding a majority-in-interest of the Registrable
      Securities included in the Registration Statement to which the Claim relates
      (with the approval of a majority-in-interest of the Investor), if the Investor
      are entitled to indemnification hereunder, or the Company, if the Company is
      entitled to indemnification hereunder, as applicable. 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 actually 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 such expense, loss, damage or liability is
      incurred and is due and payable.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    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 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (i) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6, (ii) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
      be
      entitled to contribution from any seller of Registrable Securities who was
      not
      guilty of such fraudulent misrepresentation, and (iii) contribution (together
      with any indemnification or other obligations under this Agreement) 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 1934 ACT.
      With a
      view to making available to the Investor 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 Investor to sell securities of the Company to the public
      without registration (“Rule
      144”),
      the
      Company agrees that after a Business Combination and once it has become subject
      to periodic reporting requirements of the SEC under the 1934 Act,
      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 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

    


    c. furnish
      to each Investor so long as such 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 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 Investor to sell such securities
      pursuant to Rule 144 without registration.

    


    9. ASSIGNMENT
      OF REGISTRATION RIGHTS.
      The
      rights and obligations under this Agreement shall be automatically assignable
      by
      the Investor to any transferee of all or any portion of 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) following such transfer or assignment, the further disposition of such
      securities by the transferee or assignee is restricted under the 1933 Act and
      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, (v) such transfer shall have been made in
      accordance with the applicable requirements of the Subscription Agreement,
      and
      (vi) such transferee shall be an “accredited
      investor”
as
      that
      term defined in Rule 501 of Regulation D promulgated under the 1933 Act.


     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    10. 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 written consent of the Company, the Investor (to
      the
      extent such Investor still owns Registrable Securities) and Investors who hold
      a
      majority interest of the Registrable Securities. Any amendment or waiver
      effected in accordance with this Section 10 shall be binding upon each Investor
      and the Company.

    


    11. MISCELLANEOUS.

    


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

    


    b. Any
      notices required or permitted to be given under the terms hereof shall be sent
      by certified or registered mail (return receipt requested) or delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile and shall be effective five days after being placed in the mail,
      if
      mailed by regular United States mail, or upon receipt, if delivered personally
      or by courier (including a nationally recognized overnight delivery service)
      or
      by facsimile, in each case addressed to a party. The addresses for such
      communications shall be:

    


    If
      to the
      Company:

    


    C/o
      China
      Broadband, Ltd.

    1900
      Ninth Street, 3rd
      Floor

    Boulder,
      CO 80302 

    Attn.:
      Stephen P. Cherner

      
      Chief Executive Officer

    Tel.:
      (303) 449-7733

    Fax:
      (303) 449-7799

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    With
      copy
      to:

    


    Hodgson
      Russ LLP

    60
      East
      42nd
      Street

    37th
      Floor

    New
      York,
      New York 10165

    Attn:
      Ronniel Levy, Esq.

    Tel.:
      (212) 661-3535

    Fax.:
      (212) 972-1177

    


    If
      to a
      Purchaser: 

    


    To
      the
      address set forth beside such Purchaser’s name on Schedule
      A
      hereto,
      with a copy to the Placement Agent, as defined in the memorandum relating to
      the
      Offering.

    


    Each
      party shall provide notice to the other party of any change in address.


    


    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. 
      THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH RESPECT TO ANY
      DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
      HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES
      IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
      SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
      UPON
      A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
      SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN
      SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
      SUIT
      OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
      BY
      SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT
      PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR
      ALL
      FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
      IN CONNECTION WITH SUCH DISPUTE.

    


    e. In
      the
      event that any provision of this Agreement is invalid or unenforceable under
      any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law. Any provision hereof
      which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    f. This
      Agreement and the Subscription Agreement (including all schedules and exhibits
      thereto) 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 and the Subscription Agreement supersede all prior
      agreements and understandings among the parties hereto with respect to the
      subject matter hereof and thereof.

    


    g. Subject
      to the requirements of Section 9 hereof, this Agreement shall be binding upon
      and inure to the benefit of the parties and their successors and assigns,
      including, without limitation, a Parent Company, if a Business Combination
      is
      ever consummated.

    


    h. The
      headings in this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.

    


    i. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. 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.

    


    j. 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.

    


    k. Except
      as
      otherwise provided herein, all consents and other determinations to be made
      by
      the Investor pursuant to this Agreement shall be made by Investor holding a
      majority of the Registrable Securities, determined as if the all of the Notes
      then outstanding have been converted into for Registrable
      Securities.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    l. The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to each Investor by vitiating the intent and purpose of the
      transactions contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for breach of its obligations under this Agreement will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of any of the provisions under this Agreement, that each Investor shall
      be entitled, in addition to all other available remedies in law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Agreement
      and
      to enforce specifically the terms and provisions hereof, without the necessity
      of showing economic loss and without any bond or other security being
      required.

    


    m. 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.

    


    [THE
      REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

    

      
        
          -
             

          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      



    COUNTERPART
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT, DATED _______________ ____,
      2007.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned Investors and the Company have caused this Agreement to be duly
      executed as of the date first above written. [additional signature pages may
      be
      added]

    


    
      	 	ALPHA
              NUTRA, INC. 
	 	d/b/a
              “China Broadband”
	 	 	 
	 	By:	
               

            
	 	Name:
              	
               

            
	 	Title:	
               

            
	 	 	 
	 	 	 
	 	INVESTORS
	 	Individual
              Investors:
	 	 	 
	 	 
	 	Name	
               

            
	 	 	 
	 	 
	 	Signature
	 	 	 
	 	 	 
	 	Entity
              Investors:
	 	 	 
	 	 
	 	Entity
              Name
	 	 	 
	 	 
	 	Name/Title
              of Authorized Officer
	 	 	 
	 	 
	 	Signature


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    


    The
      Investors

     

     

    
      
        
        

      

      
        -19-