EXHIBIT
4.4


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [●], 2021 between Sunfire Acquisition Corp Limited, a Cayman Islands
exempted company with number 377443, with its executive offices at 1800 Avenue of the Stars, Suite 1475, Los Angeles, CA 90067 (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New
York 10004 (the “Rights Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of units, each unit (“Unit”) comprised of one
Class A ordinary share with par value $0.0001 per share of the Company (“Ordinary Shares”) and one right to receive one-eighth
of one Ordinary Share (each a “Right” and collectively, the “Rights”), subject to adjustment, upon the happening
of the triggering event described herein;


 


WHEREAS,
in connection with the Public Offering, the Company will issue and deliver up to 10,000,000 Rights (or up to 11,500,000 Rights if the
underwriters’ over-allotment option is exercised in full) to the public investors;


 


WHEREAS,
the Company’s sponsor (as defined in the Registration Statement) has agreed to purchase up to 395,000 Units (or up to 425,000 Units
if the underwriters’ over-allotment option is exercised in full), and in connection therewith, the Company will issue and deliver
up to an aggregate of 395,000 Rights (or up to 425,000 Rights if the underwriters’ over-allotment option is exercised in full)
as part of such Units upon consummation of such private placement;


 


WHEREAS,
the Company may issue up to 150,000 Units upon conversion of certain working capital loans made by the Company to the sponsor (as defined
in the Registration Statement) or an affiliate of the sponsor or certain of the Company’s officers and directors, and in connection
therewith, the Company will issue and deliver up to an aggregate of 150,000 Rights as part of such Units upon consummation of such conversion;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-[●] (“Registration Statement”), and related Prospectus (“Prospectus”) for the registration, under
the Securities Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Ordinary Shares issuable to
the holders of the Rights underlying the Units to be sold in the Public Offering;


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
                                            of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the
                                            Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to
                                            perform the same in accordance with the terms and conditions set forth in this Agreement.



 


	2.	Rights.



 


		2.1	Form
                                            of Right. Each Right shall be issued in registered form only, shall be in substantially
                                            the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be
                                            signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
                                            Officer and the Secretary of the Company and shall bear a facsimile of the Company’s
                                            seal. In the event the person whose facsimile signature has been placed upon any Right shall
                                            have ceased to serve in the capacity in which such person signed the Right before such Right
                                            is issued, it may be issued with the same effect as if he or she had not ceased to be such
                                            at the date of issuance.



 






    	 



    	 



    




 


		2.2	Effect
                                            of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this
                                            Agreement, a Right shall be invalid and of no effect and may not be exchanged for Ordinary
                                            Shares.



 


		2.3	Registration.



 


		2.3.1.	Right
                                            Register. The Rights Agent shall maintain books (“Right Register”) for the
                                            registration of original issuance and the registration of transfer of the Rights. Upon the
                                            initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the
                                            names of the respective holders thereof in such denominations and otherwise in accordance
                                            with instructions delivered to the Rights Agent by the Company.



 


		2.3.2.	Registered
                                            Holder. Prior to due presentment for registration of transfer of any Right, the Company
                                            and the Rights Agent may deem and treat the person in whose name such Right shall be registered
                                            upon the Right Register (“registered holder”) as the absolute owner of such Right
                                            and of each Right represented thereby (notwithstanding any notation of ownership or other
                                            writing on a Right Certificate made by anyone other than the Company or the Rights Agent),
                                            for the purpose of the exchange thereof, and for all other purposes, and neither the Company
                                            nor the Rights Agent shall be affected by any notice to the contrary.



 


		2.4	Detachability
                                            of Rights. The securities comprising the Units, including the Rights, will not be separately
                                            transferable until the earlier to occur of: (i) the 52nd day following the date of
                                            the Prospectus or (ii) the announcement by EF Hutton, division of Benchmark Investments,
                                            LLC (the “Representative”) of its intention to allow separate earlier trading,
                                            except that in no event will the securities comprising the Units be separately tradeable
                                            until the Company files a Current Report on Form 8-K with the SEC which includes an audited
                                            balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
                                            including the proceeds received by the Company from the exercise of the over-allotment option,
                                            if the over-allotment option is exercised by the date thereof and the Company issues a press
                                            release and files a Current Report on Form 8-K with the SEC announcing when such separate
                                            trading shall begin.



 


	3.	Terms
                                            and Exchange of Rights



 


		3.1	Rights.
                                            Each Right shall entitle the holder thereof to receive one-eighth of one Ordinary Share upon
                                            the happening of an Exchange Event (defined below). No additional consideration shall be
                                            paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange
                                            Event as the purchase price for such Ordinary Shares has been included in the purchase price
                                            for the Units. In no event will the Company be required to net cash settle the Rights or
                                            issue fractional Ordinary Shares.



 


		3.2	Exchange
                                            Event. An “Exchange Event” shall occur upon the Company’s consummation
                                            of an initial Business Combination (as described in the Company’s Amended and Restated
                                            Memorandum and Articles of Association).



 


	 	3.3	Exchange
                                            of Rights.



 


		3.3.1.	Issuance
                                            of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event,
                                            the Company shall direct holders of the Rights to return their Rights Certificates to the
                                            Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the
                                            registered holder of such Right(s) the number of full Ordinary Shares to which he, she or
                                            it is entitled, registered in such name or names as may be directed by him, her or it and
                                            issue to such registered holder(s) a certificate or book-entry position for the such shares.
                                            Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary,
                                            in no event will the Company be required to net cash settle the Rights. The Company shall
                                            not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise
                                            be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event,
                                            the Company will instruct the Right Agent how any such entitlement will be addressed. To
                                            the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles
                                            of Association the Company reserves the right to deal with any such fractional entitlement
                                            at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum
                                            and Articles, which would include the rounding down of any entitlement to receive Ordinary
                                            Shares to the nearest whole share (and in effect extinguishing any fractional entitlement),
                                            or the holder being entitled to hold any remaining fractional entitlement (without any share
                                            being issued) and to aggregate the same with any future fractional entitlement to receive
                                            shares in the Company until the holder is entitled to receive a whole number. Any rounding
                                            down and extinguishment may be done with or without any in lieu cash payment or other compensation
                                            being made to the holder of the relevant Rights, such that value received on exchange of
                                            the Rights may be considered less than the value that the holder would otherwise expect to
                                            receive.



 






    	 



    	 



    




 


		3.3.2.	Valid
                                            Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement
                                            and the Amended and Restated Memorandum and Articles of Association of the Company shall
                                            be validly issued, fully paid and nonassessable.



 


		3.3.3.	Date
                                            of Issuance. Each person in whose name any such certificate or book-entry position for
                                            Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record
                                            of such shares on the date of the Exchange Event, irrespective of the date of delivery of
                                            such certificate or entry of position.



 


		3.3.4.	Company
                                            Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does
                                            not continue as the publicly held reporting entity, the definitive agreement will provide
                                            for the holders of Rights to receive the same per share consideration the holders of the
                                            Ordinary Shares will receive in such transaction, for the number of shares such holder is
                                            entitled to pursuant to Section 3.3.1 above. If the Company does not continue as the publicly
                                            held reporting entity upon an Exchange Event, each holder of a Right will be required to
                                            affirmatively convert his/her or its rights in order to receive the 1/8 share underlying
                                            each right (without paying any additional consideration) upon consummation of the Exchange
                                            Event. In such a case, each holder of a Right will be required to indicate his, her or its
                                            election to convert the Rights into underlying shares as well as to return the original certificates
                                            evidencing the Rights to the Company.



 


		3.4	Duration
                                            of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s
                                            Amended and Restated Memorandum and Articles of Association, as the same may be amended from
                                            time to time, the Rights shall expire and shall be worthless.



 


	4.	Transfer
                                            and Exchange of Rights.



 


		4.1	Registration
                                            of Transfer. The Rights Agent shall register the transfer, from time to time, of any
                                            outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly
                                            endorsed with signatures properly guaranteed and accompanied by appropriate instructions
                                            for transfer. Upon any such transfer, a new Right representing an equal aggregate number
                                            of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights
                                            so cancelled shall be delivered by the Rights Agent to the Company from time to time upon
                                            request.



 


		4.2	Procedure
                                            for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with
                                            a written request for exchange or transfer, and thereupon the Rights Agent shall issue in
                                            exchange therefor one or more new Rights as requested by the registered holder of the Rights
                                            so surrendered, representing an equal aggregate number of Rights; provided, however, that
                                            in the event that a Right surrendered for transfer bears a restrictive legend and the new
                                            Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel
                                            such Right and issue new Rights in exchange therefor until the Rights Agent has received
                                            an opinion of counsel for the Company stating that such transfer may be made and indicating
                                            no restrictive legend is required.



 






    	 



    	 



    

 


		4.3	Fractional
                                            Rights. The Company shall not issue fractional
                                            Rights other than as part of the Units, each of which is comprised of one Ordinary Share
                                            and one-eighth of one whole Right. If, upon the detachment of Rights from the Units or otherwise,
                                            a holder of Rights would be entitled to receive a fractional Right, the Company shall round
                                            down to the nearest whole number the number of Rights to be issued to such holder. The
                                            Rights Agent shall not be required to effect any registration of transfer or exchange which
                                            will result in the issuance of a Right Certificate for a fraction of a Right.



 


		4.4	Service
                                            Charges. No service charge shall be made for any exchange or registration of transfer
                                            of Rights.



 


		4.5	Right
                                            Execution and Countersignature. The Rights Agent is hereby authorized to countersign
                                            and to deliver, in accordance with the terms of this Agreement, the Rights required to be
                                            issued pursuant to the provisions of this Section 4, and the Company, whenever required by
                                            the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the
                                            Company for such purpose.



 


		4.6	Adjustments
                                            to Conversion Ratios. The number of ordinary shares that the holders of Rights are entitled
                                            to receive as a result of the occurrence of the Exchange Event shall be equitably adjusted
                                            to reflect appropriately the effect of any share split, reverse share split, share dividend,
                                            reorganization, recapitalization, reclassification, combination, exchange of shares or other
                                            like change with respect to ordinary shares occurring on or after the date hereof and prior
                                            to the Exchange Event.



 


	5.	Other
                                            Provisions Relating to Rights of Holders of Rights.



 


		5.1	No
                                            Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for
                                            herein, a Right does not entitle the registered holder thereof to any of the rights of a
                                            shareholder of the Company, including, without limitation, the right to receive dividends,
                                            or other distributions, exercise any preemptive rights to vote or to consent or to receive
                                            notice as shareholders in respect of the meetings of shareholders or the election of directors
                                            of the Company or any other matter.



 


		5.2	Lost,
                                            Stolen, Mutilated, or Destroyed Rights. If any Right certificate is lost, stolen, mutilated,
                                            or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise
                                            as they may in their discretion impose (which shall, in the case of a mutilated Right certificate,
                                            include the surrender thereof), issue a new Right of like denomination, tenor, and date as
                                            the Right certificate so lost, stolen, mutilated, or destroyed. Any such new Right certificate
                                            shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
                                            lost, stolen, mutilated, or destroyed Right certificate shall be at any time enforceable
                                            by anyone.



 


		5.3	Reservation
                                            of Ordinary Shares. The Company shall at all times reserve and keep available a number
                                            of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange
                                            of all outstanding Rights issued pursuant to this Agreement.



 


	6.	Concerning
                                            the Rights Agent and Other Matters.



 


		6.1	Payment
                                            of Taxes. The Company will from time to time promptly pay all taxes and charges that
                                            may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery
                                            of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to
                                            pay any transfer taxes in respect of the Rights or such Ordinary Shares.



 


		6.2	Resignation,
                                            Consolidation, or Merger of Rights Agent.



 






    	 



    	 



    

 


		6.2.1.	Appointment
                                            of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed,
                                            may resign its duties and be discharged from all further duties and liabilities hereunder
                                            after giving thirty (30) days’ notice in writing to the Company. If the office of the
                                            Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
                                            shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company
                                            shall fail to make such appointment within a period of 30 days after it has been notified
                                            in writing of such resignation or incapacity by the Rights Agent or by the holder of the
                                            Right (who shall, with such notice, submit his, her or its Right for inspection by the Company),
                                            then the holder of any Right may apply to the Supreme Court of the State of New York for
                                            the County of New York for the appointment of a successor Rights Agent at the Company’s
                                            cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall
                                            be a corporation organized and existing under the laws of the State of New York, in good
                                            standing and having its principal office in the Borough of Manhattan, City and State of New
                                            York, and authorized under such laws to exercise corporate trust powers and subject to supervision
                                            or examination by federal or state authority. After appointment, any successor Rights Agent
                                            shall be vested with all the authority, powers, rights, immunities, duties, and obligations
                                            of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder,
                                            without any further act or deed; but if for any reason it becomes necessary or appropriate,
                                            the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an
                                            instrument transferring to such successor Rights Agent all the authority, powers, and rights
                                            of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent
                                            the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
                                            for more fully and effectually vesting in and confirming to such successor Rights Agent all
                                            such authority, powers, rights, immunities, duties, and obligations.



 


 


		6.2.2.	Notice
                                            of Successor Rights Agent. In the event a successor Rights Agent shall be appointed,
                                            the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent
                                            for the Ordinary Shares not later than the effective date of any such appointment.



 


		6.2.3.	Merger
                                            or Consolidation of Rights Agent. Any corporation or other form of entity into which
                                            the Rights Agent may be merged or with which it may be consolidated or any corporation resulting
                                            from any merger or consolidation to which the Rights Agent shall be a party shall be the
                                            successor Rights Agent under this Agreement without any further act.



 


		6.3	Fees
                                            and Expenses of Rights Agent.



 


		6.3.1.	Remuneration.
                                            The Company agrees to pay the Rights Agent reasonable remuneration for its services as such
                                            Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures
                                            that the Rights Agent may reasonably incur in the execution of its duties hereunder.



 


		6.3.2.	Further
                                            Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause
                                            to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
                                            and assurances as may reasonably be required by the Rights Agent for the carrying out or
                                            performing of the provisions of this Agreement.



 


		6.4	Liability
                                            of Rights Agent.



 


		6.4.1.	Reliance
                                            on Company Statement. Whenever in the performance of its duties under this Agreement,
                                            the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or
                                            established by the Company prior to taking or suffering any action hereunder, such fact or
                                            matter (unless other evidence in respect thereof be herein specifically prescribed) may be
                                            deemed to be conclusively proved and established by a statement signed by the Chief Executive
                                            Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may
                                            rely upon such statement for any action taken or suffered in good faith by it pursuant to
                                            the provisions of this Agreement.



 






    	 



    	 



    

 


		6.4.2.	Indemnity.
                                            The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct
                                            or bad faith. Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent
                                            and save it harmless against any and all liabilities, including judgments, costs and reasonable
                                            counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement
                                            except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad
                                            faith.



 


		6.4.3.	Exclusions.
                                            The Rights Agent shall have no responsibility with respect to the validity of this Agreement
                                            or with respect to the validity or execution of any Right (except its countersignature thereof);
                                            nor shall it be responsible for any breach by the Company of any covenant or condition contained
                                            in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any
                                            representation or warranty as to the authorization or reservation of any Ordinary Shares
                                            to be issued pursuant to this Agreement or any Right or as to whether any Ordinary Shares
                                            will when issued be valid and fully paid and nonassessable.



 


		6.5	Acceptance
                                            of Agency. The Rights Agent hereby accepts the agency established by this Agreement and
                                            agrees to perform the same upon the terms and conditions herein set forth.



 


		6.6	Waiver.
                                            The Rights Agent hereby waives any right of set-off or any other right, title, interest or
                                            claim of any kind (“Claim”) in, or to any distribution of, the Trust Account
                                            (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
                                            by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees
                                            not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
                                            Account for any reason whatsoever.



 


	7.	Miscellaneous
                                            Provisions.



 


		7.1	Successors.
                                            All the covenants and provisions of this Agreement by or for the benefit of the Company or
                                            the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.



 


		7.2	Notices.
                                            Any notice, statement or demand authorized by this Agreement to be given or made by the Rights
                                            Agent or by the holder of any Right to or on the Company shall be sufficiently given when
                                            so delivered if by hand or overnight delivery or if sent by certified mail or private courier
                                            service within five days after deposit of such notice, postage prepaid, addressed (until
                                            another address is filed in writing by the Company with the Rights Agent), as follows:



 


Sunfire
Acquisition Corp Limited


1800
Avenue of the Stars, Suite 1475


Los
Angeles, CA 90067


Attn:
Thomas W. Neukranz, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights
Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Account Administration


  






    	 



    	 



    

 


with
a copy to:


Mayer
Brown LLP


1221
Avenue of the Americas,


New
York, NY 10020


Attn:
Thomas Kollar, Esq. and Brian Hirshberg, Esq.


 


and


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Mitchell S. Nussbaum, Esq. and David J. Levine, Esq.


 


and


EF
Hutton


division
of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn.:
Edward Tsuker, Head of Capital Markets


 


		7.3	Applicable
                                            Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
                                            and of the Rights shall be governed in all respects by the laws of the State of New York.
                                            Subject to applicable law, the Company hereby agrees that any action, proceeding or claim
                                            against it arising out of or relating in any way to this Agreement shall be brought and enforced
                                            in the courts of the State of New York or the United States District Court for the Southern
                                            District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
                                            be exclusive forum for any such action, proceeding or claim. The Company hereby waives any
                                            objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
                                            Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought
                                            to enforce any liability or duty created by the Exchange Act or any other claim for which
                                            the federal district courts of the United States of America are the sole and exclusive forum.
                                            Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be
                                            deemed to have notice of and to have consented to the forum provisions in this Section 7.3.
                                            If any action is filed in a court other than a court located within the State of New York
                                            or the United States District Court for the Southern District of New York (a “foreign
                                            action”) in the name of any right holder, such right holder shall be deemed to have
                                            consented to: (x) the personal jurisdiction of the state and federal courts located within
                                            the State of New York or the United States District Court for the Southern District of New
                                            York in connection with any action brought in any such court to enforce the forum provisions
                                            (an “enforcement action”), and (y) having service of process made upon such right
                                            holder in any such enforcement action by service upon such right holder’s counsel in
                                            the foreign action as agent for such right holder.



 


		7.4	Persons
                                            Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that
                                            may be implied from any of the provisions hereof is intended, or shall be construed, to confer
                                            upon, or give to, any person or corporation other than the parties hereto and the registered
                                            holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative,
                                            any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
                                            stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party
                                            beneficiary of this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants,
                                            conditions, stipulations, promises, and agreements contained in this Agreement shall be for
                                            the sole and exclusive benefit of the parties hereto (and the Representative with respect
                                            to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered
                                            holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or
                                            deleted without the prior written consent of the Representative.



 


		7.5	Examination
                                            of the Right Agreement. A copy of this Agreement shall be available at all reasonable
                                            times at the office of the Rights Agent in the Borough of Manhattan, City and State of New
                                            York, for inspection by the registered holder of any Right. The Rights Agent may require
                                            any such holder to submit his, her or its Right for inspection by it.



 






    	 



    	 



    

 


		7.6	Counterparts.
                                            This Agreement may be executed in any number of original or facsimile counterparts and each
                                            of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
                                            shall together constitute but one and the same instrument.



 


		7.7	Effect
                                            of Headings. The Section headings herein are for convenience only and are not part of
                                            this Agreement and shall not affect the interpretation thereof.



 


		7.8	Amendments.
                                            This Agreement may be amended by the parties hereto without the consent of any registered
                                            holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing
                                            any defective provision contained herein or adding or changing any other provisions with
                                            respect to matters or questions arising under this Agreement as the parties may deem necessary
                                            or desirable and that the parties deem shall not adversely affect the interest of the registered
                                            holders. All other modifications or amendments shall require the written consent or vote
                                            of the registered holders of a majority of the then outstanding Rights. The provisions of
                                            this Section 7.8 may not be modified, amended or deleted without the prior written consent
                                            of the Representative.



 


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



 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	SUNFIRE
    ACQUISIION CORP LIMITED:
	 	 	 
	 	By:	 
	 	Name:	Thomas
    W. Neukranz
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: