First Amended and Restated Registration Rights Agreement, Dated 08/05/2005



 Exhibit 10.3 
  
 FIRST AMENDED AND RESTATED 
 REGISTRATION RIGHTS AGREEMENT 
  
 This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2005, by and among Modtech Holdings, Inc., a Delaware corporation, with headquarters located at 2830 Barrett
Avenue, Perris, California 92571 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”). 
  
 WHEREAS: 
  
 A. The Company has issued and sold to Amphora Limited (“Amphora”) (i) a senior subordinated secured convertible note of the Company (the
“Note”). Concurrently with the execution of this Agreement, the Note is being amended to increase the principal by $900,000 (the “Amended Note”). The Amended Note will, among other things, be convertible into the
Company’s common stock, $.01 par value per share (the “Common Stock” which as converted, the “Conversion Shares”). In connection with the issuance of the Note, the Company issued separate warrants (the
“Original Amphora Warrants”), which will be exercisable to purchase shares of Common Stock (as exercised collectively, the “Original Amphora Warrant Shares”). 
  
 B. In connection with the issuance of the Amended Note, the Company is
issuing additional warrants (the “New Amphora Warrants” and with the Original Amphora Warrants, the “Amphora Warrants”), exerciseable to purchase shares of Common Stock (as exercised, collectively the New Amphora
Warrant Shares, and collectively with the Original Amphora Warrant Shares, (the “Amphora Warrant Shares”). 
  
 C. In connection with the Company’s sale of the Note and the Original Amphora Warrants issued in connection with the Note (the “Amphora
Financing”), the Company granted Amphora registration and other rights pursuant to a Registration Rights Agreement dated December 30, 2004 (the “Original Agreement”). 
  
 D. In connection with the Securities Purchase Agreement by and among the
parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer (i)
that number of shares of the Company’s Common Stock as set forth in the Securities Purchase Agreement (the “New Common Shares”), and (ii) warrants (the “New Warrants”) exercisable to purchase shares of Common
Stock (as exercised collectively, the “New Warrant Shares”). 
  
 E. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws. 
  
 F. As the registration rights to be granted in connection with the sale of the New Common Shares and the New Warrant Shares are substantially similar to
the registration 

  


					
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rights granted in the Original Agreement relating to the Conversion Shares and the Amphora Warrant Shares, the Company and Amphora desire to amend and
restate the Original Agreement and include in one agreement all the registration rights relating to the securities acquired in the Amphora Financing and the Securities Purchase Agreement; 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows: 
  

	 	1.	Definitions. 

  
 Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings: 
  
 a. “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are authorized or required by law to remain closed. 
  
 b. “Common Shares” means collectively, the
Conversion Shares and the New Common Shares. 
  
 c. “D&O Investors” means any of the following individuals: Myron Wick, Charles McGettigan, David Buckley, Dennis Shogren, Ron Savona, Karen Andreasen and Rick Bartolotti. 
  
 d. “Effective Date” means the date the
Registration Statement has been declared effective by the SEC. 
  
 e. “Effectiveness Deadline” means November 7, 2005. 
  
 f. “Filing Deadline” means 30 calendar days after the date of this agreement. 
  
 g. “Investor” means a Buyer or any
transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9. 
  
 h. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or agency thereof. 
  
 i. “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing one or more Registration Statements (as defined below) in 

  


					
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compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the SEC.

  
 j. “Registrable Securities”
means (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any share capital of the Company issued or issuable with respect to the Common Shares, the Warrant Shares, or the Warrants as a result of
any split, dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on exercises of the Warrants. 
  
 k. “Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering the Registrable Securities. 
  
 l.
“Required Holders” means holders of at least 70% of the Registrable Securities, including holders of at least 50% of the Registrable Securities acquired pursuant to the Securities Purchase Agreement. 
  
 m. “Required Registration Amount” means (i)
130% of the sum of (A) the number of Conversion Shares issued and issuable as of the trading day immediately preceding the applicable date of determination, and (B) the number of Warrant Shares issued and issuable pursuant to the Warrants as of the
trading day immediately preceding the applicable date of determination, plus (ii) 100% of the number of New Common Shares issued as of the date hereof, in all cases subject to adjustment as provided in Section 2(e). 
  
 n. “Rule 415” means Rule 415 under the 1933
Act or any successor rule providing for offering securities on a continuous or delayed basis. 
  
 o. “SEC” means the United States Securities and Exchange Commission. 
  
 p. “Warrant Shares” means collectively, the
Amphora Warrant Shares and the New Warrant Shares. 
  
 q. “Warrants” means collectively, the Amphora Warrants and the New Warrants. 
  

	 	2.	Registration. 

  
 a. Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline,
file with the SEC the Registration Statement on Form S-3 covering the resale of all of the Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a
registration, subject to the provisions of Section 2(d). The Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the
Registration Statement is initially filed with the SEC. The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections
in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to 

  


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

  
 c. Legal Counsel. Subject to Section 5
hereof, Amphora Limited and Peninsula Catalyst Fund, L.P. shall each have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”). The Company and each Legal Counsel
shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement, it being understood that Legal Counsel will function independently from each other. 
  
 d. Ineligibility for Form S-3. In the event that Form
S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Required Holders and (ii)
undertake to amend the Registration Statement on Form S-3 as soon as such form is available and an amendment is otherwise necessary, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such
time as the amendment on Form S-3 covering the Registrable Securities has been declared effective by the SEC. 
  
 e. Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(b), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the trading day immediately
preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall
be 

  


					
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deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the
Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 1.0. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the
exercise of the Warrants and such calculation shall assume that the Warrants are then exercisable for shares of Common Stock at the then prevailing Exercise Price (as defined in the Warrants). 
  
 f. Effect of Failure to File and Obtain and Maintain
Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC
on or before the respective Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day after the
Effective Date sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r)) pursuant to such Registration Statement or
otherwise (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, to register a sufficient number
of shares of Common Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the
underlying Shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash
equal to (A) one and one percent (1.0%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement or the securities purchase agreement relating to the Amphora Financing, as applicable) of the Registrable
Securities on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (B) two percent (2.0%) of the aggregate Purchase Price (as such term is
defined in the Securities Purchase Agreement or the securities purchase agreement relating to the Amphora Financing, as applicable) of such Investor’s Registrable Securities on each of the following dates: (i) on every thirtieth day after the
day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling
less than thirty days) until such Effectiveness Failure is cured; (iii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is
cured. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid on the earlier of (I) the last day of the
calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay
Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein to the contrary, D&O Investors shall not be
entitled to receive any Registration Delay Payments. 
  


					
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	 	3.	Related Obligations. 

  
 At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the Company will use its
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations: 
  
 a. The Company shall submit to the SEC, within two (2)
Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the
earlier of (i) the date as of which the Investors (excluding officers and directors) may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or any successor thereto) promulgated
under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that each Registration
Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. 
  
 b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until the expiration of the
Registration Period. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q,
Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file
such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement. 
  
 c. The Company shall (A) permit Legal Counsel to review and
comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, and Reports on Form 10-Q and
any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects. The Company
shall not submit a request for acceleration of the effectiveness 

  


					
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of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably
withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement if Legal Counsel requests such
correspondence, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably
cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3. 
  
 d. The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i)
promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by
an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of
the Registrable Securities owned by such Investor. 
  
 e. The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such applicable jurisdictions in the United States, as the Required Holders may reasonably request (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation
or threatening of any proceeding for such purpose. 
  
 f. The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement,
as then in effect, 

  


					
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includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), or the Company’s reasonable determination that a post-effective
amendment to a Registration Statement is appropriate and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, or otherwise amend such Registration Statement
and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each
Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. 
  
 g. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order or suspension and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose. 
  
 h. At the
reasonable request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request a letter, dated such
date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors.

  
 i. The Company shall make available for
inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any
Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has 

  


					
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been made generally available to the public other than by disclosure in violation of this Agreement. Each Investor agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell
Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 
  
 j. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in
violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 
  
 k. The Company shall use its reasonable best efforts either
to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation of all of the Registrable Securities on the Nasdaq National Market or (iii) if, despite the Company’s reasonable best efforts,
the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation of all of the Registrable Securities on The Nasdaq SmallCap Market for such Registrable Securities and, without limiting the
generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable
Securities or (iv) if, despite the Company’s reasonable best efforts, the Company is unsuccessful in satisfying the preceding clauses (i)-(iii), to secure the inclusion for quotation of all of the Registrable Securities on the NASD’s OTC
Bulletin Board or the American Stock Exchange. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k). 
  
 l. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the
extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend once legally permissible) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable
such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request. 
  
 m. If requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus
supplement or post-effective amendment such 

  


					
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information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon as
practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable,
supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities. 
  
 n. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. 
  
 o. The Company shall make generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than
the first day of the Company’s fiscal quarter next following the effective date of a Registration Statement. 
  
 p. The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder. 
  
 q. Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto
as Exhibit A. 
  
 r. Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company, in the best interest of the Company and otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public
information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the
Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed twenty (20) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an
aggregate of forty-five (45) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date the 

  


					
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Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in
clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first
sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement or the securities purchase agreement underlying the Amphora Financing, as applicable, in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of the notice of a Grace Period and in compliance with Section 4(c) and for which the Investor has not yet settled.

  
 s. The Company shall use its best efforts to
maintain the eligibility of its registration statement on Form S-3 so that it is available for the registration of the resale of Registrable Securities. 
  

	 	4.	Obligations of the Investors. 

  
 a. At least seven (7) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request. 
  
 b. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. 
  
 c. Each Investor agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement or the securities
purchase agreement underlying the Amphora Financing, as applicable, in connection with any sale of Registrable Securities with 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	11	  	 









 
respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has not yet settled. 
  
 d. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it in
connection with sales of Registrable Securities pursuant to the Registration Statement. 
  

	 	5.	Expenses of Registration. 

  
 All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse
Peninsula Catalyst Fund, L.P. and Amphora for the fees and disbursements of their respective Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to
$10,000 for each Legal Counsel for each Registration Statement. 
  

	 	6.	Indemnification. 

  
 In the event any Registrable Securities are included in a Registration Statement under this Agreement: 
  
 a. To the fullest extent permitted by law, the Company will,
and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934
Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several,
(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus
if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	12	  	 









 
any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or
any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall not inure to the benefit of any
such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in
the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(d), and the Indemnified Person was promptly advised in writing not to use
the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it or failed to deliver the correct prospectus as required by the 1933 Act and such correct prospectus was timely
made available pursuant to Section 3(d); (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, including a corrected
prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9. 
  
 b. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement, such Investor’s failure to comply with prospectus delivery requirements or such Investor’s breach of Section 4(c); and, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	13	  	 









 
contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with
respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then
amended or supplemented. 
  
 c. Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person
or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or
Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to
in the immediately preceding sentence shall be selected by the Investors holding a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to
fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	14	  	 









 
the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 
  
 d. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 
  
 e. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. 
  

	 	7.	Contribution. 

  
 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

  

	 	8.	Reports Under the 1934 Act. 

  
 With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: 
  
 a. make and keep public information available, as those terms are understood and defined in Rule 144;

  
 b. file with the SEC in a timely manner all
reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule
144; and 
  
 c. furnish to each Investor so long
as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	15	  	 









 
of the most recent annual report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 
  

	 	9.	Assignment of Registration Rights. 

  
 The rights under this Agreement shall be automatically assignable by an Investor to any transferee of all or not less than 15,000 shares of such
Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the
Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the
time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made
in accordance with the applicable requirements of the Securities Purchase Agreement or the securities purchase agreement underlying the Amphora Financing, as applicable. 
  

	 	10.	Amendment of Registration Rights. 

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

	 	11.	Miscellaneous. 

  
 a. This Agreement amends and restates the Original Agreement in its entirety, and as of the date hereof, the Original Agreement is of no
further force or effect. 
  
 b. A Person is
deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the such record owner of such Registrable Securities. 
  
 c. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or electronic mail (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one Business Day after 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	16	  	 









 
deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be: 
  
 If to the
Company: 
  
 Modtech Holdings, Inc. 
 2830 Barrett Avenue 
 Perris, California
92571 

			
	 Telephone:
	  	(951) 943-4014
	 Facsimile:
	  	(951) 940-0427
	 Attention:
	  	Dennis Shogren, Chief Financial Officer

  
 With a copy to:

  
 Jon Haddan 
 Haddan & Zepfel LLP 
 500 Newport Center
Drive, Suite 580 
 Newport Beach, CA 92660 

			
	 Telephone:
	  	949-706-6000
	 Facsimile:
	  	949-706-6060

  
 If to Legal Counsel:

  
 Schulte Roth & Zabel LLP 
 919 Third Avenue 
 New York, New York 10022


			
	 Telephone:
	  	(212) 756-2000
	 Facsimile:
	  	(212) 593-5955
	 Attention:
	  	Eleazer N. Klein, Esq.

  
 And 
  
 Shartsis Friese LLP 
 One Maritime Plaza, 18th Floor 
 San Francisco, California 94111-3598 

			
	 Telephone:
	  	(415) 421-6500
	 Facsimile:
	  	(415) 421-2922
	 Attention:
	  	Steven O. Gasser, Esq.

  
 If to a Buyer, to its address and
facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other
Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. If a notice provided for hereunder is delivered via facsimile or electronic mail, such notice shall be
valid only if an original hard copy is delivered within one business day of the time such facsimile is delivered. Written confirmation of receipt (A) given 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	17	  	 









 
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
or computer containing the time, date, recipient facsimile number or electronic mail address and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
  
 d. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof. 
  
 e. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 f. This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement or the securities purchase agreement
underlying the Amphora Financing, as applicable) and the instruments referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof. 
  
 g. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. 
  
 h. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 
  
 i. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	18	  	 









 
This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile or electronic mail transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. 
  
 j. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other
party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 
  
 k. All consents and other determinations required to be made by the Investors pursuant to this Agreement
shall be made, unless otherwise specified in this Agreement, by the Required Holders. 
  
 l. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party. 
  
 m. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

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


					
	 REGISTRATION RIGHTS AGREEMENT
	  	19	  	 









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

			
	COMPANY:
	
	MODTECH HOLDINGS, INC.
		
	By:	 	/s/ DENNIS SHOGREN
	 	 	 Name: Dennis Shogren

	 	 	 Title: Chief Financial Officer



  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	20	  	 









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

			
	BUYERS:
	
	Peninsula Catalyst Fund, L.P.
	By: Peninsula Catalyst Management LLC
	Its: General Partner
		
	 By:
	 	 /s/ Mike Ogborne

	 Name:
	 	 Mike Ogborne

	 Title:
	 	 Managing Member



  

			
	Peninsula Catalyst QP Fund, L.P.
	By: Peninsula Catalyst Management LLC
	Its: General Partner
		
	 By:
	 	 /s/ Mike Ogborne

	 Name:
	 	 Mike Ogborne

	 Title:
	 	 Managing Partner



  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









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

			
	Peninsula Fund, L.P.
	By: PCM Capital LLC
	Its: General Partner
		
	 By:
	 	 /s/ Scott A. Bedford

	 Name:
	 	 Scott A. Bedford

	 Title:
	 	 Managing Member



  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









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

									
	Gruber & McBaine International	 	 	 	Lagunitas Partners LP
	 By: Gruber & McBaine Capital Management LLC
	 	 	 	 By: Gruber & McBaine Capital Management LLC

	 Its: Attorney-in-Fact
	 	 	 	 Its: General Partner

					
	By:	 	/s/ JON D. GRUBER	 	 	 	By:	 	/s/ JON D. GRUBER
					
	 Name:
	 	 Jon D. Gruber
	 	 	 	 Name:
	 	 Jon D. Gruber

					
	 Title:
	 	 Manager
	 	 	 	 Title:
	 	 Manager


  

									
	Wallace Foundation	 	 	 	Hamilton College
	By: Gruber & McBaine Capital Management, LLC	 	 	 	By: Gruber & McBaine Capital Management, LLC
	Its: Attorney-in-Fact	 	 	 	Its: Attorney-in-Fact
					
	By:	 	/s/ JON D. GRUBER	 	 	 	By:	 	/s/ JON D. GRUBER
					
	 Name:
	 	 Jon D. Gruber
	 	 	 	 Name:
	 	 Jon D. Gruber

					
	 Title:
	 	 Manager
	 	 	 	 Title:
	 	 Manager


  

									
	Donaghy Sales, Inc.	 	 	 	Gruber Family Foundation
	By: Gruber & McBaine Capital Management, LLC	 	 	 	By: Gruber & McBaine Capital Management, LLC
	Its: Attorney-in-Fact	 	 	 	Its: Attorney-in-Fact
					
	By:	 	/s/ JON D. GRUBER	 	 	 	By:	 	/s/ JON D. GRUBER
					
	 Name:
	 	 Jon D. Gruber
	 	 	 	 Name:
	 	 Jon D. Gruber

					
	 Title:
	 	 Manager
	 	 	 	 Title:
	 	 Manager


  

									
	Jon D. & Linda W. Gruber Trust	 	 	 	 
				
	By:	 	/s/ JON D. GRUBER	 	 	 	/s/ J. PATTERSON MCBAINE
					
	 Name:
	 	 Jon D. Gruber
	 	 	 	 Name:
	 	 J. Patterson McBaine

					
	 Title:
	 	 Trustee
	 	 	 	 	 	 

  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









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

			
	Dolphin Offshore Partners, L.P.
		
	By:	 	/s/ PETER E. SALAS
		
	Name:	 	Peter E. Salas
		
	Title:	 	General Partner


  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









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

			
	AMPHORA LIMITED
	 By: Amaranth Advisors L.L.C.,
 Its Trading Advisor

		
	By:	 	/s/ KARL J. WACHTER
	 	 	 Name: Karl J. Wachter

	 	 	 Title: Authorized Signatory



  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









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

	
	
	/s/ MYRON A. WICK, III
	 Name:   Myron A. Wick, III

	
	/s/ CHARLES A. MCGETTIGAN
	 Name:   Charles A. McGettigan

	
	/s/ DAVID BUCKLEY
	 Name:   David Buckley

	
	/s/ DENNIS SHOGREN
	 Name:   Dennis Shogren

	
	/s/ RON SAVONA
	Name:   Ron Savona
	
	/s/ KAREN ANDREASEN
	 Name:   Karen Andreasen

	
	/s/ RICK BARTOLOTTI
	 Name:   Rick Bartolotti



  


					
	 REGISTRATION RIGHTS AGREEMENT
	  	 	  	 









 SCHEDULE OF BUYERS 
  

					
	 Buyer

	  	 Buyer’s Address
and Facsimile Number

	  	 Buyer’s Representative’s Address
and Facsimile Number


	Peninsula Catalyst Fund, L.P.	  	 235 Pine Street Suite 1818
 San Francisco, CA
94104
  
 Telephone: (415) 568-3380
 Facsimile: (415) 568-3385
	  	 Shartsis Friese LLP
 One Maritime Plaza, 18th Floor
 San Francisco, California
94111-3598
 Attn: Steven O. Gasser, Esq.
 Telephone: (415)
421-6500
 Facsimile: (415) 421-2922

			
	Peninsula Catalyst Fund QP, L.P.	  	 235 Pine Street Suite 1818
 San Francisco, CA
94104
  
 Telephone: (415) 568-3380
 Facsimile: (415) 568-3385
	  	 Shartsis Friese LLP
 One Maritime Plaza, 18th Floor
 San Francisco, California
94111-3598
 Attn: Steven O. Gasser, Esq.
 Telephone: (415)
421-6500
 Facsimile: (415) 421-2922

			
	Peninsula Fund, L.P.	  	 235 Pine Street Suite 1818
 San Francisco, CA
94104
  
 Telephone: (415) 568-3380
 Facsimile: (415) 568-3385
	  	None
			
	Lagunitas Partners, L.P.	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Gruber & McBaine International	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Hamilton College	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Wallace Foundation	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Donaghy Sales, Inc.	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None

  


					
	 SCHEDULE OF BUYERS
	  	1	  	 










					
	Gruber Family Foundation	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Jon D. & Linda W. Gruber	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	J. Patterson McBaine	  	 50 Osgood Place
 San Francisco, California
94133
  
 Telephone: (415) 981-2101
 Facsimile: (415) 981-6434
	  	None
			
	Dolphin Offshore Partners, L.P.	  	 C/o Dolphin Asset Management
 129 E. 17th
Street
 New York, New York 10003
 Facsimile: (212)
202-3817
	  	None
			
	Amphora Limited	  	 c/o Amaranth Advisors L.L.C.
 One American
Lane
 Greenwich, CT 06831
 Attention: General Counsel

Facsimile: (203) 422-3540
 Telephone: (203) 422-3340
 Residence: Cayman Islands
	  	 Schulte Roth & Zabel LLP
 919 Third Avenue

New York, New York 10022
 Attn: Eleazer Klein, Esq.
 Facsimile: (212) 593-5955
 Telephone: (212) 756-2000

			
	 Myron A. Wick, III
 Charles A.
McGettigan
 David Buckley
 Dennis
Shogren
 Ron Savona
 Karen Andreasen

Rick Bartolotti
	  	 c/o Modtech Holdings, Inc.
 2830 Barrett
Avenue
 Perris, California 92571
 Telephone: (951)
943-4014
 Facsimile: (951) 940-0427
	  	None

  


					
	 SCHEDULE OF BUYERS
	  	2	  	 









  
 EXHIBIT A 

 
 FORM OF NOTICE OF EFFECTIVENESS 
 OF REGISTRATION STATEMENT 
  
 Mellon Investor Services LLC 
 400 S. Hope Street, 4th Floor 
 Los Angeles, California 90071 
 Telephone: (213) 553-9724 
 Facsimile: (213) 553-9735 
 Attention: Raymond Torres 
  

	 	Re:	Modtech Holdings, Inc. 

  
 Ladies and Gentlemen: 
  
 [We
are][I am] counsel to Modtech Holdings, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders the Company’s common stock, $.01 par value per share (the
“Common Shares”) and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a First Amended and Restated Registration
Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Common Shares and the shares of Common Stock issuable upon exercise of the Warrants
(the “Warrant Shares”), under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on
                                 , 200    , the
Company filed a Registration Statement on Form S-_ (File No. 333-                    ) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. 
  
 In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone
that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry
of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Common Shares and the Warrant Shares are available
for resale under the 1933 Act pursuant to the Registration Statement. 
  
 This letter shall serve as our standing notice to you that the Common Shares and the Warrant Shares are, as of this date, freely transferable by the Holders pursuant to the 

  


					
	 EXHIBIT A
	  	1	  	 









 
Registration Statement. Unless you receive separate notice or instructions from us following the date hereof and preceding a request by a Holder for a
legend-free certificate or reissue thereof, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders in exchange for their Common Shares or Warrant Shares as
contemplated by the Company’s Irrevocable Transfer Agent Instructions dated                     
        , 2005. This letter shall serve as our standing opinion with regard to this matter. 
  

			
	 Very truly yours,

	
	 [ISSUER’S COUNSEL]

		
	By:	 	 
	 	 	 


  

	CC:	[LIST NAMES OF HOLDERS] 

  


					
	 EXHIBIT A
	  	2	  	 









  
 EXHIBIT B 

 
 SELLING STOCKHOLDERS 
  
 The shares of Common Stock being offered by the selling stockholders have
either been issued directly or issued upon exercise of the warrants. For additional information regarding the issuance of the Common Stock and warrants, see “Private Placement of Common Stock and Warrants” above. We are registering the
shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the Common Stock and the Warrants issued pursuant to the Securities Purchase Agreement and the purchase
of securities from the Company on December 31, 2004, by Amphora Limited, the selling stockholders have not had any material relationship with us within the past three years. 
  
 The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of
Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, as of
                    , 200    , assuming conversion of all convertible notes and exercise of the warrants held by
the selling stockholders on that date, without regard to any limitations on conversions or exercise. 
  
 The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. 
  
 In accordance with the terms of registration rights agreements with the
selling stockholders, this prospectus generally covers the resale of 100% of the Common Stock and 100% of the number of shares of Common Stock issuable upon exercise of the related warrants as of the trading day immediately preceding the date the
registration statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. 
  
 Under the terms of Amphora Limited’s agreements with the Company, it may not exercise the warrants or convert its Notes
into Common Stock to the extent such exercise or conversion would cause it, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such
exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders
may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 
  


					
	 EXHIBIT B
	  	1	  	 










							
	 Name of Selling Stockholder

	  	Number of Shares Owned
Prior to Offering

	  	Maximum Number of Shares
to be Sold Pursuant to this
Prospectus

	  	Number of Shares Owned
After Offering


	Peninsula Catalyst Fund, L.P.	  	 	  	76,125	  	0
				
	Peninsula Catalyst Fund QP, L.P.	  	 	  	186,375	  	0
				
	Peninsula Fund, L.P. (2)	  	 	  	712,500	  	0
				
	Lagunitas Partners LP	  	 	  	274,800	  	0
				
	Gruber & McBaine International	  	 	  	250,350	  	0
				
	Hamilton College	  	 	  	136,500	  	0
				
	Wallace Foundation	  	 	  	72,750	  	0
				
	Donaghy Sales, Inc.	  	 	  	45,600	  	0
				
	Gruber Family Foundation	  	 	  	48,450	  	0
				
	Jon D. & Linda W. Gruber Trust	  	 	  	90,900	  	0
				
	Jon D. & Linda W. Gruber Trust	  	 	  	10,650	  	0
				
	J. Patterson McBaine	  	 	  	45,000	  	0
				
	Dolphin Offshore Partners, L.P.	  	 	  	300,000	  	0
				
	Amphora Limited	  	 	  	750,000	  	0
				
	Myron A. Wick, III	  	 	  	23,850	  	0
				
	Charles A. McGettigan	  	 	  	23,850	  	0
				
	David Buckley	  	 	  	6,000	  	0
				
	Dennis Shogren	  	 	  	8,100	  	0
				
	Ron Savona	  	 	  	2,400	  	0

  


					
	 EXHIBIT B
	  	2	  	 










							
	 Name of Selling Stockholder

	  	Number of Shares Owned
Prior to Offering

	  	Maximum Number of Shares
to be Sold Pursuant to this
Prospectus

	  	Number of Shares Owned
After Offering


	Karen Andreasen	  	 	  	2,400	  	0
				
	Rick Bartolotti	  	 	  	2,400	  	0

  


					
	 EXHIBIT B
	  	3	  	 









  
 PLAN OF DISTRIBUTION

  
 The selling securityholders, or their pledgees, donees,
transferees, or any of their successors in interest selling shares received from a named selling securityholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling
securityholders), may sell the securities from time to time on any stock exchange or automated interdealer quotation system on which the securities are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling securityholders may sell the securities by one or more of the following
methods, without limitation: 
  
 (a) block trades in which the
broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; 
  
 (b) purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this
prospectus; 
  
 (c) an exchange distribution in accordance with
the rules of any stock exchange on which the securities are listed; 
  
 (d) ordinary brokerage transactions and transactions in which the broker solicits purchases; 
  
 (e) privately negotiated transactions; 
  
 (f) short sales; 
  
 (g) through the writing of options on the securities, whether or not the options are listed on an options exchange; 
  
 (h) through the distribution of the securities by any selling securityholder
to its partners, members or stockholders; 
  
 (i) one or more
underwritten offerings on a firm commitment or best efforts basis; 
  
 (j) any combination of any of these methods of sale; and 
  
 (k) any other method permitted pursuant to applicable law. 
  
 The selling securityholders may also transfer the securities by gift. We do not know of any arrangements by the selling securityholders for the sale of any of the securities. 
  
 The selling securityholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or
dealers to participate in effecting sales of the securities. 

  


					
	 PLAN OF DISTRIBUTION
	  	1	  	 









 
These brokers, dealers or underwriters may act as principals, or as an agent of a selling securityholder. Broker-dealers may agree with a selling
securityholder to sell a specified number of the securities at a stipulated price per security. If the broker-dealer is unable to sell securities acting as agent for a selling securityholder, it may purchase as principal any unsold securities at the
stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the securities from time to time in transactions in any stock exchange or automated interdealer quotation system on which the securities are then listed, at
prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of
the nature described above. The selling securityholders may also sell the securities in accordance with Rule 144 under the Securities Act of 1933, as amended, rather than pursuant to this prospectus, regardless of whether the securities are covered
by this prospectus. 
  
 From time to time, one or more of the
selling securityholders may pledge, hypothecate or grant a security interest in some or all of the securities owned by them. The pledgees, secured parties or persons to whom the securities have been hypothecated will, upon foreclosure in the event
of default, be deemed to be selling securityholders. As and when a selling securityholder takes such actions, the number of securities offered under this prospectus on behalf of such selling securityholder will decrease. The plan of distribution for
that selling securityholder’s securities will otherwise remain unchanged. 
  
 To the extent required under the Securities Act of 1933, the aggregate amount of selling securityholders’ securities being offered and the terms of the offering, the names of any agents, brokers, dealers or
underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the securities may receive
compensation in the form of underwriting discounts, concessions, commissions or fees from a selling securityholder and/or purchasers of selling securityholders’ securities of securities, for whom they may act (which compensation as to a
particular broker-dealer might be in excess of customary commissions). 
  
 The selling securityholders and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, and any
discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions. 
  
 A selling securityholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short
sales of the securities in the course of hedging the positions they assume with that selling securityholder, including, without limitation, in connection with distributions of the securities by those broker-dealers. The selling securityholders may
also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. A selling securityholder may enter into option or
other transactions with broker-dealers that involve the delivery of the securities offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities. A selling securityholder may also loan or pledge the securities
offered hereby to a broker-dealer and the 

  


					
	 PLAN OF DISTRIBUTION
	  	2	  	 









 
broker-dealer may sell the securities offered hereby so loaned or upon a default may sell or otherwise transfer the pledged securities offered hereby.

  
 The selling securityholders and other persons participating in
the sale or distribution of the securities will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the securities by the selling securityholders and any other person. The anti-manipulation rules under the Securities Exchange Act of 1934 may apply to sales of securities in the market and to the activities of the
selling securityholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being
distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the
securities. 
  
 We have agreed to indemnify in certain
circumstances the selling securityholders and any brokers, dealers and agents who may be deemed to be underwriters, if any, of the securities covered by the registration statement, against certain liabilities, including liabilities under the
Securities Act of 1933. The selling securityholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act of 1933. 
  
 The securities offered hereby were originally issued to the selling
securityholders pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. We agreed to register the securities under the Securities Act of 1933, and to keep the registration statement of which this
prospectus is a part effective until the date on which the selling securityholders have sold all of the securities. We have agreed to pay all expenses in connection with this offering, including the fees and expenses of counsel or other advisors to
the selling securityholders, but not including underwriting discounts, concessions, commissions or fees of the selling securityholders. 
  
 We will not receive any proceeds from sales of any securities by the selling securityholders. 
  
 We cannot assure you that the selling securityholders will sell all or any
portion of the securities offered hereby. 
  


					
	 PLAN OF DISTRIBUTION
	  	3