Execution
Version

     

    REGISTRATION RIGHTS
AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made and
entered into effective as of March 2, 2010 between La Cortez Energy, Inc., a
Nevada corporation (the “Company”) and Avante Petroleum
S.A. (the “Purchaser”
and, together with any permitted assignees of Purchaser’s rights hereunder, the
“Purchasers”).

     

    RECITALS:

     

    WHEREAS,
to provide capital required by the Company for working capital and other
purposes, the Company has offered in compliance with Rule 506 of Regulation D
and/or Regulation S of the Securities Act (as defined herein), to the Purchaser
in a private placement transaction (the “PPO”), units (“Units”) of its securities,
each Unit consisting of one share of Common Stock (the “Subscription Shares”) and a
common stock purchase warrant (the “Subscription Warrants”) to
purchase one share of Common Stock pursuant to the terms of a Subscription
Agreement of even date herewith (the “Subscription Agreement”);
and

     

    WHEREAS,
the Company is acquiring (the “Acquisition”) all of the
issued and outstanding shares of capital stock of Purchaser’s wholly owned
subsidiary, Avante Colombia, S.à r.l., pursuant to a Stock Purchase Agreement of
even date herewith (the “Stock
Purchase Agreement”) for consideration consisting of 10,285,819 shares of
Common Stock (the “Purchase
Price Shares” and, together with the Subscription Shares, the “Avante Shares”);
and

     

    WHEREAS,
the initial closing of the PPO and the closing of the Acquisition are taking
place on the date of this Agreement (the “Effective Date”);
and

     

    WHEREAS,
in connection with the PPO and the Acquisition, the Company agrees to provide
(i) certain “piggyback” registration rights with respect to the Avante Shares
and the shares of Common Stock issuable upon exercise of the Subscription
Warrants and (ii) certain demand registration rights related to the Avante
Shares and the shares of Common Stock issuable upon exercise of the Subscription
Warrants, on the terms set forth herein;

     

    NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants, and conditions set forth herein, the parties mutually agree as
follows:

     

    1.           Certain
Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

     

    “Aggregate Purchase
Price,” with respect to Registrable Subscription Securities and Other
Registrable Securities, means the aggregate price paid to purchase such
securities from the Company, which shall initially be $1.75 per Registrable
Common Share or Other Registrable Common Share (subject to adjustment to reflect
any stock splits, combinations, dividends or the like) and, upon issuance
pursuant to the Subscription Warrants or Other Warrants, $3.00 per Registrable
Warrant Share or Other Registrable Warrant Share (subject to adjustment pursuant
to the antidilution provisions of the relevant warrants and to further
adjustment to reflect any stock splits, combinations, dividends or the like that
occur after issuance of such Registrable Warrant Shares or Other Registrable
Warrant Shares).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Avante Shares” has
the meaning given it in the recitals of this Agreement.

     

    “Blackout Period”
means, with respect to a registration, a period, in each case commencing on the
day immediately after the Company notifies the Purchasers that they are
required, because of the occurrence of an event of the kind described in Section
4(f) hereof, to suspend offers and sales of Registrable Securities during which
the Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing
activity, or other transaction involving the Company, or the unavailability for
reasons beyond the Company’s control of any required financial statements,
disclosure of information which is in its best interest not to publicly
disclose, or any other event or condition of similar significance to the
Company) that the registration and distribution of the Registrable Securities to
be covered by such Registration Statement, if any, would be seriously
detrimental to the Company and its stockholders and ending on the earlier of (1)
the date upon which the material non-public information commencing the Blackout
Period is disclosed to the public or ceases to be material and (2) such time as
the Company notifies the selling Holders that sales pursuant to such
Registration Statement or a new or amended Registration Statement may
resume.

     

     “Business Day” means
any day of the year, other than a Saturday, Sunday, or other day on which the
Commission is required or authorized to close.

     

    “Commission” means the
U. S. Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

     

    “Common Stock” means
the common stock, par value $0.001 per share, of the Company and any and all
shares of capital stock or other equity securities of: (i) the Company which are
added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization or other
such modification of the capital structure of the Company; and (ii) any other
corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is
sold all or substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other
corporation.

     

    “Effective Date” has
the meaning given it in the recitals of this Agreement.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.

     

    “Family Member” means
(a) with respect to any individual, such individual’s spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of which
are owned by any of such individuals or by any of such individuals together with
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity
interests of which are owned by those above described individuals, trusts or
organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.


    
      
         


      

      
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    “Holder” means the
Purchaser or any of the Purchaser’s successors and Permitted Assignees who
acquire rights in accordance with this Agreement with respect to any Registrable
Securities directly or indirectly from the Purchaser or from any Permitted
Assignee.

     

    “Majority Holders”
means at any time Holders representing a majority of the Registrable
Securities.

     

    “Other Holder” has the
meaning ascribed to the term “Holder” in the Other Offering RRA.

     

    “Other Offering RRA”
means the Registration Rights Agreement, dated as of December 29, 2009, among
the Company and the Other Purchasers identified therein.

     

    “Other Purchasers” has
the meaning ascribed to the term “Purchasers” in the Other Offering
RRA.

     

    “Other Registrable Common
Shares” has the meaning ascribed to the term “Registrable Common Shares”
in the Other Offering RRA.

     

    “Other Registrable
Securities” has the meaning ascribed to the term “Registrable Securities”
in the Other Offering RRA.

     

    “Other Registrable Warrant
Shares” has the meaning ascribed to the term “Registrable Warrant Shares”
in the Other Offering RRA.

     

    “Other Warrants” has
the meaning ascribed to the term “Investor Warrants” in the Other Offering
RRA.

     

    “Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests, (b) with respect to a corporation,
its stockholders in accordance with their interest in the corporation, (c) with
respect to a limited liability company, its members or former members in
accordance with their interest in the limited liability company, (d) with
respect to an individual party, any Family Member of such party, (e) an entity
that is controlled by, controls, or is under common control with a transferor,
or (f) a party to this Agreement.

     

     “Piggyback
Registration” means, in any registration of Common Stock referenced in
Section 3(a) of this Agreement, the right of each Holder to include the
Registrable Securities of such Holder in such registration.

     

    The terms
“register,”
“registered,”
and “registration” refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

     

    “Purchase Price
Shares” has the meaning given it in the recitals of this
Agreement.


    
      
         


      

      
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    “Registrable Acquisition
Shares” means the Purchase Price Shares but excluding (i) any Purchase
Price Shares that have been publicly sold under the Securities Act either
pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Purchase Price
Shares sold by a person in a transaction pursuant to a registration statement
filed under the Securities Act, or (iii) any Purchase Price Shares that are at
the time subject to an effective registration statement under the Securities
Act; provided, that the
Purchase Price Shares shall cease to be Registrable Acquisition Shares if and
for so long as they may be sold publicly in the U.S. without being subject to
volume limitations (whether pursuant to Rule 144 or otherwise).

     

    “Registrable Common
Shares” means the Subscription Shares (and not including the Registrable
Warrant Shares) but excluding (i) any Registrable Common Shares that have been
publicly sold under the Securities Act either pursuant to Rule 144 of the
Securities Act or otherwise; (ii) any Registrable Common Shares sold by a person
in a transaction pursuant to a registration statement filed under the Securities
Act, or (iii) any Registrable Common Shares that are at the time subject to an
effective registration statement under the Securities Act; provided, that the
Subscription Shares shall cease to be Registrable Common Shares if and for so
long as they may be sold publicly in the U.S. without being subject to volume
limitations (whether pursuant to Rule 144 or otherwise).

     

    “Registrable
Securities” means the Registrable Acquisition Shares together with the
Registrable Common Shares and the Registrable Warrant Shares.

     

    “Registrable Subscription
Securities” means the Registrable Common Shares together with the
Registrable Warrant Shares.

     

    “Registrable Warrant
Shares” means the shares of Common Stock issued or issuable to each
Purchaser upon exercise of the Subscription Warrants but excluding (i) any
Registrable Warrant Shares that have been publicly sold under the Securities Act
either pursuant to Rule 144 of the Securities Act or otherwise without volume
restriction; (ii) any Registrable Warrant Shares sold by a person in a
transaction pursuant to a registration statement filed under the Securities Act,
or (iii) any Registrable Warrant Shares that are at the time subject to an
effective registration statement under the Securities Act; provided, that the shares of
Common Stock issued or issuable to each Purchaser upon exercise of the
Subscription Warrants shall cease to be Registrable Warrant Shares if and for so
long as they may be sold publicly in the U.S. without being subject to volume
limitations (whether pursuant to Rule 144 or otherwise).

     

     “Registration
Statement” means the registration statement that the Company may be
required to file pursuant to Section 3(c) of this Agreement to register
Registrable Common Shares.

     

    “Rule 144” means Rule
144 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

     

    “Rule 145” means Rule
145 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.


    
      
         


      

      
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    “Rule 415” means Rule
415 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

     

     “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.

     

    “SEC Effective Date”
means the date the Registration Statement is declared effective by the
Commission.

     

    “Subscription Shares”
has the meaning given it in the recitals of this Agreement.

     

    “Subscription
Warrants” has the meaning given it in the recitals of this
Agreement.

     

    “Total Investment
Majority” means, at any time, Holders and/or Other Purchasers holding
Registrable Subscription Securities and/or Other Registrable Securities having
an Aggregate Purchase Price equal to more than one-half of the Aggregate
Purchase Price of all Registrable Subscription Securities and Other Registrable
Securities that are issued and outstanding at such time.

     

    2.           Term.  The
registration rights granted under Section 3 of this Agreement shall terminate on
the earlier of: (i) five years from the Effective Date; (ii) such date on which
all shares of Registrable Securities held or entitled to be held upon conversion
by such Holder may immediately be sold under Rule 144 during any 90 day
period; or (iii) unless terminated sooner hereunder.

     

    3.           Registration.

     

    (a)           Piggyback
Registration.    If the Company shall determine to
register for sale for cash any of its Common Stock, for its own account or for
the account of others (other than the Holders), other than (i) a registration
relating solely to employee benefit plans or securities issued or issuable to
employees, consultants (to the extent the securities owned or to be owned by
such consultants could be registered on Form S-8) or any of their Family Members
(including a registration on Form S-8) or (ii) a registration relating solely to
a Securities Act Rule 145 transaction or a registration on Form S-4 in
connection with a merger, acquisition, divestiture, reorganization or similar
event, the Company shall promptly give to the Holders written notice thereof
(and in no event shall such notice be given less than 20 calendar days prior to
the filing of such registration statement), and shall include as a Piggyback
Registration the Registrable Securities specified in a written request (a
“Piggyback Notice”) delivered by the Holder thereof within 10 calendar days
after receipt of such written notice from the Company; provided, that the Holders
may not make such request with respect to a number of Registrable Securities
equal, in the aggregate, to more than 10% of the number of shares of Common
Stock outstanding at such time (the “Aggregate Piggyback Limit”); and, provided further, that if the Holders,
in fact, deliver Piggyback Notices putatively requesting Piggyback Registration
of an aggregate number of Registrable Securities that is greater than the
Aggregate Piggyback Limit, then each Holder shall be deemed for all purposes of
this Agreement to have requested Piggyback Registration of only such number of
Registrable Securities as is equal to its share of the Aggregate Piggyback
Limit, determined on a pro-rata basis according to the number of Registrable
Securities specified in the Holders’ Piggyback Notices.  However, the
Company may, without the consent of the Holders, withdraw such registration
statement prior to its becoming effective if the Company or such other
stockholders have elected to abandon the proposal to register the securities
proposed to be registered thereby.  Notwithstanding the foregoing, in
the event that the Commission limits the amount of shares that may be registered
in such registration statement, the Company may scale back from the registration
statement such number of shares of Registrable Securities, on a pro-rata basis,
as is required to meet the scale back requirements.  Additionally, in
any such registration statement, Commission scale back requirements shall apply
first to the Registrable Securities together with any other shares being
registered otherwise than pursuant to a mandatory or demand registration right
on a pro-rata basis according to the number of shares requested to be included,
and, second to any shares being registered pursuant to a mandatory or demand
registration obligation of the Company.


    
      
         


      

      
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    (b)           Underwriting.  If
a Piggyback Registration relates to a registered public offering that is to be
made by an underwriting, then the Company shall so advise the Holders of the
Registrable Securities eligible for inclusion in such registration statement
pursuant to Section 3(a).  In that event, the right of any Holder to
Piggyback Registration shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to sell
any of their Registrable Securities through such underwriting shall (together
with the Company and any other stockholders of the Company selling their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter selected for such underwriting by the
Company or the selling stockholders, as applicable.  Notwithstanding
any other provision of this Section, if the underwriter or the Company
determines that marketing factors require a limitation on the number of shares
of Common Stock or the amount of other securities to be underwritten, the
underwriter may exclude some or all Registrable Securities from such
registration and underwriting.  The Company shall so advise all
Holders (except those Holders who failed to timely elect to include their
Registrable Securities through such underwriting or have indicated to the
Company their decision not to do so), and indicate to each such Holder the
number of shares of Registrable Securities that may be included in the
registration and underwriting, if any. The number of shares of Registrable
Securities to be included in such registration and underwriting shall be
allocated among such Holders as follows:

     

    (i)           If
the Piggyback Registration was initiated by the Company, the number of shares
that may be included in the registration and underwriting shall be allocated
first to the Company and then, subject to obligations and commitments existing
as of the date hereof, to all persons exercising piggyback registration rights
(including the Holders and Other Holders) who have requested to sell in the
registration on a pro rata basis according to the number of shares requested to
be included therein; and

     

    (ii)           If
the Piggyback Registration was initiated by the exercise of demand registration
rights by a stockholder or stockholders of the Company, then the number of
shares that may be included in the registration and underwriting shall be
allocated first to such selling stockholders who exercised such demand to the
extent of their demand registration rights, and then, subject to obligations and
commitments existing as of the date hereof, to the Company and then, subject to
obligations and commitments existing as of the date hereof, to all persons
exercising piggyback registration rights (including the Holders and Other
Holders) who have requested to sell in the registration on a pro rata basis
according to the number of shares requested to be included
therein.


    
      
         


      

      
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    No
Registrable Securities excluded from the underwriting by reason of the
underwriter’s marketing limitation shall be included in such registration. If
any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw such Holder’s Registrable Securities therefrom by delivering a
written notice to the Company and the underwriter.  The Registrable
Securities so withdrawn from such underwriting shall also be withdrawn from such
registration; provided, however, that, if by
the withdrawal of such Registrable Securities, a greater number of Registrable
Securities held by other Holders may be included in such registration (up to the
maximum of any limitation imposed by the underwriters), then the Company shall
offer to all Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities pursuant to
the terms and limitations set forth herein (and the limitation that Registrable
Securities included in any registration statement must not exceed 10% of the
number of shares of Common Stock outstanding at such time) in the same
proportion used above in determining the underwriter limitation.

     

    (c)           Demand Registration on Form
S-1.

     

    (i)           Registrable Subscription
Securities.  If the Company fails to file a registration
statement under Section 3(a) or fails to complete a listing of its Common Stock
on a United States or Canadian national securities exchange within 180 days of
the Effective Date (as defined in the Other Offering RRA), then upon a written
request of Holders, and Other Purchasers making similar request pursuant to
Section 3(c) of the Other RRA constituting, in the aggregate, a Total Investment
Majority, the Company shall file with the Commission a Registration Statement on
Form S-1, or other applicable form, relating to the resale by the Holders of all
of the Registrable Subscription Securities, and the Company shall use its
commercially reasonable efforts to cause such Registration Statement to be
declared effective; provided, that the
Company shall not be obligated to effect any such registration, qualification or
compliance pursuant to this Section, or keep such registration effective
pursuant to the terms hereunder, in any particular jurisdiction in which the
Company would be required to qualify to do business as a foreign corporation or
as a dealer in securities under the securities laws of such jurisdiction or to
execute a general consent to service of process in effecting such registration,
qualification or compliance, in each case where it has not already done
so.  Notwithstanding the foregoing, in the event that the Commission
limits the amount of Registrable Subscription Securities that may be sold
pursuant to the Registration Statement, the Company may scale back from the
Registration Statement such number of Registrable Subscription Securities on a
pro-rata basis; provided that all Registrable Warrant Shares shall be scaled
back before any Registrable Common Shares are scaled back.  In such
event, the Company shall give the Purchasers prompt notice of the number of
Registrable Subscription Securities excluded therein.


    
      
         


      

      
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    (ii)           Post-Lock-Up
Demand.  If any Holder (an “Affiliated Holder”) is an
“affiliate” of the Company (within the meaning of Rule 144) immediately
following the Lock-up Period (as defined in the Stock Purchase Agreement), then
upon written request of Affiliated Holders holding an aggregate of at least
1,000,000 Registrable Securities (subject to adjustment for any stock split,
combination, stock dividend or the like with respect to the shares of Common
Stock), the Company shall file with the Commission a Registration Statement on
Form S-1, or other applicable form, relating to the resale by the Affiliated
Holders of all of the Registrable Securities, and the Company shall use its
commercially reasonable efforts to cause such Registration Statement to be
declared effective; provided, that the
Company shall not be obligated to effect any such registration, qualification or
compliance pursuant to this Section, or keep such registration effective
pursuant to the terms hereunder in any particular jurisdiction in which the
Company would be required to qualify to do business as a foreign corporation or
as a dealer in securities under the securities laws of such jurisdiction or to
execute a general consent to service of process in effecting such registration,
qualification or compliance, in each case where it has not already done
so.  Notwithstanding the foregoing, in the event that the Commission
limits the amount of Registrable Subscription Securities that may be sold
pursuant to the Registration Statement, the Company may scale back from the
Registration Statement such number of Registrable Securities on a pro-rata
basis.  In such event, the Company shall give the Affiliated Holders
prompt notice of the number of Registrable Securities excluded
therein.

     

    (d)           Other
Registrations.  Before such date that is six months following
the SEC Effective Date, the Company will not, without the prior written consent
of the Total Investment Majority, file any other registration statement with the
Commission or request the acceleration of any other registration statement filed
with the Commission, and during any time subsequent to the SEC Effective Date
when the Registration Statement for any reason is not available for use by any
Holder for the resale of any Registrable Common Shares, the Company shall not,
without the prior written consent of the Total Investment Majority, file any
other registration statement or any amendment thereto with the Commission under
the Securities Act or request the acceleration of the effectiveness of any other
registration statement previously filed with the Commission, other than (i) any
registration statement on Form S-8 or Form S-4 and (ii) any registration
statement or amendment which the Company is required to file or as to which the
Company is required to request acceleration pursuant to any obligation in effect
on the date of execution and delivery of this Agreement.

     

    4.           Registration Procedures for
Registrable Securities.  The Company will keep each Holder
reasonably advised as to the filing and effectiveness of the Registration
Statement.  At its expense with respect to the Registration Statement,
the Company will:


    
      
         


      

      
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    (a)           prepare
and file with the Commission with respect to the Registrable Securities, a
Registration Statement on Form S-1, or any other form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities in accordance with
the intended methods of distribution thereof, and use its commercially
reasonable efforts to cause such Registration Statement to become effective and
shall remain effective for a period of (i) two years plus an amount of time
equal to the duration of any Blackout Periods occurring after the effective date
of the Registration Statement, or (ii) for such shorter period ending on the
earliest to occur of (A) the sale of all Registrable Securities registered
thereby and (B) the availability under Rule 144 for the Holder to sell the
Registrable Securities registered thereby without volume restriction (the “Effectiveness
Period”).  Each Holder agrees to furnish to the Company a
completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Shareholder
Questionnaire”) not later than three Business Days following the date on
which such Holder receives draft materials of such Registration
Statement;

     

    (b)           if
the Registration Statement is subject to review by the Commission, promptly
respond to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission;

     

    (c)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement as may be necessary to keep such Registration Statement
effective during the Effectiveness Period;

     

    (d)           furnish,
without charge, to each Holder of Registrable Securities covered by such
Registration Statement (i) a reasonable number of copies of such Registration
Statement (including any exhibits thereto other than exhibits incorporated by
reference), each amendment and supplement thereto as such Holder may reasonably
request, (ii) such number of copies of the prospectus included in such
Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 of the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the Securities Act,
and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities owned by such Holder, but only during
the Effectiveness Period;

     

    (e)           use
its commercially reasonable efforts to register or qualify such registration
under such other applicable securities laws of such jurisdictions as any Holder
of Registrable Securities covered by such Registration Statement reasonably
requests and as may be necessary for the marketability of the Registrable
Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts
and things necessary to enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Holder; provided, that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii)
consent to general service of process in any such jurisdiction.

     

    (f)           as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities, the disposition of which requires delivery of a
prospectus relating thereto under the Securities Act, of the happening of any
event, which comes to the Company’s attention, that will after the occurrence of
such event cause the prospectus included in such Registration Statement, if not
amended or supplemented, to contain an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and the Company shall promptly
thereafter prepare and furnish to such Holder a supplement or amendment to such
prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, unless suspension of the use of such
prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act
filing made) until the termination of such suspension or Blackout
Period;


    
      
         


      

      
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    (g)           comply,
and continue to comply during the Effectiveness Period, in all material respects
with the Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission with respect to the disposition of all securities
covered by such Registration Statement;

     

    (h)           as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other
suspension of effectiveness of the Registration Statement;

     

    (i)           use
its commercially reasonable efforts to cause all the Registrable Securities
covered by the Registration Statement to be quoted on the OTC Bulletin Board or
such other principal securities market on which securities of the same class or
series issued by the Company are then listed or traded;

     

    (j)           provide
a transfer agent and registrar, which may be a single entity, for the shares of
Common Stock at all times;

     

    (k)           cooperate
with the Holders of Registrable Securities being offered pursuant to the
Registration Statement to issue and deliver, or cause its transfer agent to
issue and deliver, certificates representing Registrable Securities to be
offered pursuant to the Registration Statement within a reasonable time after
the delivery of certificates representing the Registrable Securities to the
transfer agent or the Company, as applicable, and enable such certificates to be
in such denominations or amounts as the Holders may reasonably request and
registered in such names as the Holders may request;

     

    (l)           during
the Effectiveness Period, refrain from bidding for or purchasing any Common
Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would in
any way limit the right of the Holders to sell Registrable Securities by reason
of the limitations set forth in Regulation M of the Exchange Act;
and

     

    (m)           take
all other reasonable actions necessary to expedite and facilitate the
disposition by the Holders of the Registrable Securities pursuant to the
Registration Statement during the term of this Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    5.           Suspension of Offers and
Sales.  Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
4(f) hereof or of the commencement of a Blackout Period, such Holder shall
discontinue the disposition of Registrable Securities included in the
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(f) hereof or notice
of the end of the Blackout Period, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies
(including, without limitation, any and all drafts), other than permanent file
copies, then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.

     

    6.           Registration
Expenses.  The Company shall pay all expenses in connection
with any registration obligation provided herein, including, without limitation,
all registration, filing, stock exchange fees, printing expenses, all fees and
expenses of complying with applicable securities laws, and the fees and
disbursements of counsel for the Company and of its independent accountants;
provided, that,
in any underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in this Section
and Section 9, the Company shall not be responsible for the expenses of any
attorney or other advisor employed by a Holder.

     

    7.           Assignment of
Rights.  No Holder may assign its rights under this Agreement
to any party without the prior written consent of the Company; provided, however, that any
Holder may assign its rights under this Agreement without such consent to a
Permitted Assignee as long as (a) such transfer or assignment is effected in
accordance with applicable securities laws; (b) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (c) such
Holder notifies the Company in writing of such transfer or assignment, stating
the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being transferred
or assigned.

     

    8.           Information by
Holder.  Holders included in any registration shall furnish to
the Company such information as the Company may reasonably request in writing
regarding such Holders and the distribution proposed by such Holders including
an updated Selling Shareholder Questionnaire if requested by the
Company.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    9.           Indemnification.

     

    (a)           In
the event of the offer and sale of Registrable Securities under the Securities
Act, the Company shall, and hereby does, indemnify and hold harmless, to the
fullest extent permitted by law, each Holder, its directors, officers, partners,
each other person who participates as an underwriter in the offering or sale of
such securities, and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission to state therein a material fact required to be stated or necessary
to make the statements therein in light of the circumstances in which they were
made not misleading, and the Company shall reimburse the Holder, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that such
indemnity agreement found in this Section 9(a) shall in no event exceed the
Purchase Price received by the Company pursuant to the Subscription Agreement,
except in the case of fraud or willful misconduct by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement in or omission
from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by a Holder for use
in the preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) who purchased the
Registrable Securities that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such Registrable Securities to such person because of the failure of such
Holder or underwriter to so provide such amended preliminary or final prospectus
and the untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Holders, or any such director, officer, partner, underwriter or controlling
person, shall survive the transfer of such shares by the Holder,  and
shall survive the termination of this Agreement.

     

    (b)           As
a condition to including Registrable Securities in any registration statement
filed pursuant to this Agreement, each Holder agrees to be bound by the terms of
this Section 9 and to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, each of its directors, officers, partners, legal
counsel and accountants and each underwriter, if any, and each other person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company or any such director or officer or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon an untrue
statement in or omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished by the Holder
for use in the preparation thereof, and such Holder shall reimburse the Company,
and such Holders, directors, officers, partners, legal counsel and accountants,
persons, underwriters, or control persons, each such director, officer, and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating, defending, or settling any such loss, claim,
damage, liability, action, or proceeding; provided, however, that such
indemnity agreement found in this Section 9(b) shall in no event exceed the net
proceeds received by such Holder as a result of the sale of Registrable
Securities pursuant to such registration statement, except in the case of fraud
or willful misconduct.  Such indemnity shall remain in full force and
effect, regardless of any investigation made by or on behalf of the Company or
any such director, officer or controlling person, shall survive the transfer of
such shares by the Holder, and shall survive the termination of this
Agreement.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (c)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of
investigation.  Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

     

    (d)           If
an indemnifying party does or is not permitted to assume the defense of an
action pursuant to Sections 9(c) or in the case of the expense reimbursement
obligation set forth in Sections 9(a) and (b), the indemnification required by
Sections 9(a) and 9(b) shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills received or
expenses, losses, damages, or liabilities are incurred.

     

    (e)           If
the indemnification provided for in Section 9(a) or 9(b) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall (i) contribute to the amount paid or payable by such indemnified party as
a result of such loss, liability, claim, damage or expense as is appropriate to
reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission), or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (f)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

     

    (g)           Other
Indemnification.  Indemnification similar to that specified in
this Section (with appropriate modifications) shall be given by the Company and
each Holder of Registrable Securities with respect to any required registration
or other qualification of securities under any federal or state law or
regulation or governmental authority other than the Securities Act.

     

    10.         Independent Nature of Each
Purchaser’s Obligations and Rights.  The obligations of each
Purchaser under this Agreement are several and not joint with the obligations of
any other Purchaser, and each Purchaser shall not be responsible in any way for
the performance of the obligations of any other Purchaser under this Agreement.
Nothing contained herein and no action taken by any Purchaser pursuant hereto,
shall be deemed to constitute such Purchasers as a partnership, an association,
a joint venture, or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement. Each Purchaser
shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.

     

    11.         Reports Under the Exchange
Act.  With a view to making available to the Purchasers the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Purchasers to sell the Registrable Securities to the public
without registration, the Company agrees: (i) to make and keep public
information available as those terms are understood in Rule 144, (ii) to file
with the SEC in a timely manner all reports and other documents required to be
filed by an issuer of securities registered under the Securities Act or the
Exchange Act pursuant to Rule 144, (iii) as long as any Purchaser owns any
Registrable Securities, to furnish in writing upon such Purchaser’s request a
written statement by the Company confirming whether it has complied with the
reporting requirements of Rule 144 and of the Securities Act and the Exchange
Act, and to furnish to such Purchaser a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company as may be reasonably requested in availing such Purchaser of any
rule or regulation of the SEC permitting the selling of any such Registrable
Securities without registration and (iv) to undertake any additional actions
reasonably necessary to maintain the availability of the use of Rule
144.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    12.         Miscellaneous.

     

    (a)           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
United States of America and the State of New York, both substantive and
remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought against
either of the parties to this Agreement or any dispute arising out of this
Agreement or any matter related hereto shall be brought in the courts of the
State of New York, New York County, or in the United States District Court for
the Southern District of New York and, by its execution and delivery of this
Agreement, each party to this Agreement accepts the jurisdiction of such courts.
The foregoing consent to jurisdiction shall not be deemed to confer rights on
any person other than the parties to this Agreement.

     

    (b)           Remedies.  In
the event of a breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement.  The Company
and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall not assert
or shall waive the defense that a remedy at law would be adequate.

     

    (c)           Successors and
Assigns.  Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
Permitted Assignees, executors and administrators of the parties
hereto.

     

    (d)           No Inconsistent
Agreements.  The Company has not entered, as of the date
hereof, and shall not enter, on or after the date of this Agreement, into any
agreement with respect to its securities that would have the effect of impairing
the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof.

     

    (e)           Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.

     

    (f)           Notices, etc. All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, by electronic
mail, or by courier or overnight carrier, to the persons at the addresses set
forth below (or at such other address as may be provided hereunder), and shall
be deemed to have been delivered as of the date so delivered:

     

    If to the
Company to:

    


    La Cortez
Energy, Inc.

    Calle 67
#7-35, Oficina 409

    Bogota,
Colombia

    Attention:  Andres
Gutierrez, Chief Executive Officer

    Facsimile:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    with copy to:

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th
Floor

    New York,
NY  10022

    Attention:  Adam
S. Gottbetter, Esq.

    Facsimile:  (212)
400-6901

    


    If to the
Purchasers:

    


    To each
Purchaser at the address set forth on the signature page hereto;

    


    or at
such other address as any party shall have furnished to the other parties in
writing.

     

    (g)           Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any Holder, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy of such
Holder nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement, or any waiver on the part
of any Holder of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to any Holder, shall be cumulative and not alternative.

     

    (h)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.

     

    (i)     
      Severability. In the
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

     

    (j)        
   Amendments. The
provisions of this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and only with an
agreement or consent in writing signed by the Company and the Majority Holders.
The Purchasers acknowledge that by the operation of this Section, the Majority
Holders may have the right and power to diminish or eliminate all rights of the
Purchasers under this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (k)           Limitation on Subsequent
Registration Rights.  After the date of this Agreement, the
Company shall not, without the prior written consent of the Total Investment
Majority, enter into any agreement with any holder or prospective holder of any
securities of the Company that would grant such holder registration rights
senior or equal to those granted to the Holders hereunder.

     

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    This
Registration Rights Agreement is hereby executed as of the date first above
written.

     

    
      
        
          
            
              	
                      COMPANY:

                    
	 
      
	
                      LA
      CORTEZ ENERGY, INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name:  Andres
      Gutierrez

                    
	
                      Title:
      Chief Executive
Officer

                    


            

          

        

      

    

     

    [SIGNATURE
PAGE OF PURCHASER FOLLOWS]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    This
Registration Rights Agreement is hereby executed by the undersigned, as the
Purchaser thereunder, as of the date first above written.

     

    
      
        
          
            	
                    AVANTE
      PETROLEUM S.A.

                  	 
	 
      	 
	
                    By:

                  	 
      	 
	 
      	
                    Name:

                  	 
	 
      	
                    Title:

                  	 


          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Address
      for notices:

                            	 
	
                              11b
      Boulevard Joseph II

                            	 
	
                              1840
      Luxembourg

                            	 
	
                              Facsimile:

                            	 
      	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Annex
A

     

    LA
CORTEZ ENERGY, INC.

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of Registrable Securities of La Cortez Energy,
Inc., a Nevada corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended, of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

     

    NOTICE

     

    Subject
to the terms and conditions of the Registration Rights Agreement, the
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
following Registrable Securities owned by it (and/or issuable upon exercise of
Subscription Warrants owned by it) in the Registration Statement:

     

                             Registrable
Common Shares;

        

                             Registrable
Warrant Shares; and

     

                             Registrable
Acquisition Shares.

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      
        	
                1. 

              	
                Name:

              


      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                Full
      Legal Name of Selling Securityholder

              
	 	 	 
	 	 	 


      

    

     

    
      
        	
                 
      

              	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities are held:

              
	 	 	 
	 	 	 


      

    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                (c)

              	
                Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the questionnaire):

              
	 	 	 
	 	 	 


      

    

    


    
      
        	
                2. 

              	
                Address
      for Notices to Selling
Securityholder:

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
	 
	 
	
                                  Telephone:

                                	 
      	
                                  Fax:
      

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          	
                  Email:
      

                	 
      


        

      

    

    
      
        
          	
                  Contact Person:
      

                	 
      


        

      

    

    


    
      
        	
                3. 

              	
                Broker-Dealer
      Status:

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes    ̈        No    ̈

     

    
      	
               
      

            	
              (b)

            	
              If
      “yes” to Section 3(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company?

            


    

     

    Yes    ̈        No    ̈

     

    
      	
            	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes    ̈        No    ̈

     

    
      	
               
      

            	
              (d)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes    ̈                      No    ̈

     

    
      	
            	
              Note:

            	
              If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

            


    

     

    
      	
              4. 

            	
              Beneficial
      Ownership of Securities of the Company Owned by the Selling
      Securityholder:

            


    

     

    Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the PPO.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                (a)

              	
                Type
      and Amount of other securities (other than the Registrable Securities)
      beneficially owned by the Selling Securityholder:

              
	 	 	 
	 	 	 
	 	 	 


      

    

    


    
      5. 
 Relationships with the Company:

    

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      
        	
                 
      

              	
                State
      any exceptions here:

              
	 	 
	 	 
	 	 


      

    

     

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any
amendments or supplements thereto.  The undersigned understands that
such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Selling Securityholder Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.

    


    
      
        
          
            
              	
                      Dated:

                    	 
      	 
      	
                      Beneficial
      Owner:

                    	 
      


            

          

        

      

    

    


    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY  10022

    Attention:  Rachel
L. DeGenaro

    Facsimile:  (212)
400-6901


    
      
         


      

      
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