FORM
        OF REGISTRATION RIGHTS AGREEMENT

       

      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
        is
        made as of ________, 2007, among Clear Skies Holdings, Inc., a _________
        corporation (the “Company”),
        and
        each signatory hereto (each, an “Investor”
and
        collectively, the “Investors”).

       

      RECITALS

       

      WHEREAS,
        the Company and the Investors are parties to Subscription Agreements (the
        “Subscription
        Agreements”)
        entered into in connection with a private placement offering described in
        the
        Confidential Private Placement Memorandum, dated November 12, 2007, as such
        may
        be amended and supplemented from time to time (the “PPM”);

       

      WHEREAS,
        the Investors’ obligations under the Subscription Agreements are conditioned
        upon certain registration rights under the Securities Act of 1933, as amended
        (the “Securities
        Act”);
        and

       

      WHEREAS,
        the Investors and the Company desire to provide for the rights of registration
        under the Securities Act as are provided herein upon the execution and delivery
        of this Agreement by such Investors and the Company.

       

      NOW,
        THEREFORE, in consideration of the promises, covenants and conditions set
        forth
        herein, the parties hereto hereby agree as follows:

       

      1. Registration
        Rights.

       

      1.1 Definitions.
        As used
        in this Agreement, the following terms shall have the meanings set forth
        below:

       

      (a) “Commission”
means
        the United States Securities and Exchange Commission.

       

      (b) “Common
        Stock”
means
        the Company’s common stock, par value $0.001 per share.

       

      (c) “Effectiveness
        Date”
means
        the date that is 180 days after the Trigger Date; provided, however, that
        in the
        event the Company is notified by the Commission that a registration statement
        for Shares will not be reviewed or is no longer subject to further review,
        the
        Effectiveness Date as to such registration statement shall be the tenth day
        following the date on which the Company is so notified if such date precedes
        the
        Effectiveness Date otherwise required.

       

      (d) “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      (e) “Fair
        Market Value”
means
        the average of the high and low prices of publicly traded shares of Common
        Stock, rounded to the nearest cent, on the principal national securities
        exchange on which shares of Common Stock are listed (if the shares of Common
        Stock are so listed), or on The NASDAQ Capital Market (if the shares of Common
        Stock are regularly quoted on the Nasdaq Stock Market), or, if not so listed
        or
        regularly quoted, the mean between the closing bid and asked prices of publicly
        traded shares of Common Stock in the over-the-counter market, or, if such
        bid
        and asked prices shall not be available, as reported by any nationally
        recognized quotation service selected by the Company, or as determined by
        the
        Board of Directors of the Company in a manner consistent with the provisions
        of
        the Internal Revenue Code, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (f) “Filing
        Date”
means
        the date that is 90 days after the Trigger Date.

       

      (g) “Investor”
means
        any person owning Registrable Securities who becomes party to this Agreement
        by
        executing a counterpart signature page hereto, or other agreement in writing
        to
        be bound by the terms hereof, which is accepted by the Company.

       

      (h) “Placement
        Warrants”
means
        the warrants to purchase Common Stock issued to the Placement Agent or its
        designees in connection with the offering described in the PPM.

       

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

       

      (j) “Registrable
        Securities”
means
        any of the Shares or any securities issued or issuable as (or any securities
        issued or issuable upon the conversion or exercise of any warrant, right
        or
        other security that is issued as) a dividend or other distribution with respect
        to, or in exchange for, or in replacement of, the Shares; provided,
        however,
        that
        Registrable Securities shall not include any securities of the Company that
        have
        previously been registered and remain subject to a currently effective
        registration statement or which have been sold to the public either pursuant
        to
        a registration statement or Rule 144, or which have been sold in a private
        transaction in which the transferor’s rights under this Section 1 are not
        assigned, or which may be sold immediately without registration under the
        Securities Act and without volume restrictions pursuant to Rule
        144.

       

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

       

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

       

      (m) “Shares”
means
        the shares of Common Stock (i) issued pursuant to the Subscription Agreements
        and (ii) constituting Bridge Common (as defined in the PPM), and (iii) issuable
        upon exercise of the Placement Warrants.

       

      (n) “Trigger
        Date”
means
        the later of the final Closing Date and the Termination Date (as such terms
        are
        defined in the PPM).

       

      
        
          
          

        

        
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      1.2 Company
        Registration.

       

      (a) On
        or
        prior to the Filing Date the Company shall prepare and file with the Commission
        a registration statement covering the Registrable Securities for an offering
        to
        be made on a continuous basis pursuant to Rule 415. The registration statement
        shall be on Form SB-2 or Form S-3 (except if the Company is not then eligible
        to
        register for resale the Registrable Securities on Form SB-2 or Form S-3,
        in
        which case such registration shall be on another appropriate form in accordance
        herewith) and shall contain (unless otherwise directed by Investors holding
        an
        aggregate of at least 75% of the Registrable Securities on a fully diluted
        basis) substantially the “Plan
        of Distribution”
        attached hereto as Annex
        A.
        The
        Company shall cause the registration statement to become effective and remain
        effective as provided herein. The Company shall use its best efforts to cause
        the registration statement to be declared effective under the Securities
        Act by
        the Effectiveness Date. The Company shall use its best efforts to keep the
        registration statement continuously effective under the Securities Act until
        the
        date which is the earliest to occur of: (i) the date that is 18 months after
        the
        final Closing Date or (ii) the date of which all Registrable Securities have
        been sold or have otherwise ceased to be “Registrable Securities” (the
“Effectiveness
        Period”).
        

       

      (b) If
        during
        the Effectiveness Period, the number of Registrable Securities at any time
        exceeds 100% of the number of shares of Common Stock then registered in a
        registration statement, then the Company shall file as soon as reasonably
        practicable an additional registration statement covering the resale of not
        less
        than the number of such Registrable Securities.

       

      (c) If:  (i)
        the registration statement is not filed on or prior to the Filing Date, or
        (ii)
        is not declared effective by the Commission on or prior to the Effectiveness
        Date (any such failure or breach being referred to as an “Event”),
        then,
        until the applicable Event is cured or, if sooner, the one year anniversary
        of
        the Trigger Date, the Company shall pay to each Investor, in cash or in Common
        Stock at Fair Market Value, at the Company’s option, as liquidated damages and
        not as a penalty, an amount equal to 1.0% of the aggregate purchase price
        paid
        by such Investor pursuant to the Subscription Agreement executed by such
        Investor for each one month period (prorated for partial periods), during
        which
        such Event continues uncured. While such Event continues, such liquidated
        damages shall be paid not less often than every month. Any unpaid liquidated
        damages as of the date when an Event has been cured by the Company shall
        be paid
        within three (3) business days following the date on which such Event has
        been
        cured by the Company. Notwithstanding anything herein to the contrary, to
        the
        extent that the registration of any or all of the Registrable Securities
        by the
        Company on a registration statement is prohibited (the “Non-Registered
        Shares”)
        as a
        result of rules, regulations, positions or releases issued or actions taken
        by
        the Commission pursuant to its authority with respect to Rule 415 and the
        Company has registered at such time the maximum number of Registrable Securities
        permissible upon consultation with the Commission (applied on a pro rata
        basis
        based on the total number of unregistered Registrable Securities held by
        each
        holder of Registrable Securities), then the liquidated damages described
        in this
        Section 1.2(b) shall not be applicable to such Non-Registered
        Shares.

       

      
        
          
          

        

        
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      (d) The
        Company shall bear and pay all expenses incurred in connection with any
        registration, filing or qualification of Registrable Securities with respect
        to
        the registrations pursuant to this Section 1.2 for each Investor, including
        (without limitation) all registration, filing and qualification fees, printer’s
        fees, accounting fees and fees and disbursements of counsel for the Company,
        but
        excluding any brokerage or underwriting fees, discounts and commissions relating
        to Registrable Securities and fees and disbursements of counsel for the
        Investors.

       

      (e) If
        at any
        time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities, then the Company shall
        notify each Investor in writing at least fifteen (15) days prior to the filing
        of any registration statement under the Securities Act, in connection with
        a
        public offering of shares of Common Stock (including, but not limited to,
        registration statements relating to secondary offerings of securities of
        the
        Company but excluding any registration statements (i) on Form S-4 or S-8
        (or any
        successor or substantially similar form), or of any employee stock option,
        stock
        purchase or compensation plan or of securities issued or issuable pursuant
        to
        any such plan, or a dividend reinvestment plan, (ii) otherwise relating to
        any
        employee, benefit plan or corporate reorganization or other transactions
        covered
        by Rule 145 promulgated under the Securities Act, or (iii) on any registration
        form which does not permit secondary sales or does not include substantially
        the
        same information as would be required to be included in a registration statement
        covering the resale of the Registrable Securities) and will afford each Investor
        an opportunity to include in such registration statement all or part of the
        Registrable Securities held by such Investor. In the event an Investor desires
        to include in any such registration statement all or any part of the Registrable
        Securities held by such Investor, the Investor shall within ten (10) days
        after
        the above-described notice from the Company, so notify the Company in writing,
        including the number of such Registrable Securities such Investor wishes
        to
        include in such registration statement. If an Investor decides not to include
        all of its Registrable Securities in any registration statement thereafter
        filed
        by the Company such Investor shall nevertheless continue to have the right
        to
        include any Registrable Securities in any subsequent registration statement
        or
        registration statements as may be filed by the Company with respect to the
        offering of the securities, all upon the terms and conditions set forth
        herein.

       

      1.3 Obligations
        of the Company.
        Whenever required under this Section 1 to effect the registration of any
        Registrable Securities, the Company shall, as expeditiously as reasonably
        possible:

       

      (a) Prepare
        and file with the Commission a registration statement with respect to such
        Registrable Securities and use its reasonable best efforts to cause such
        registration statement to become effective and to keep such registration
        statement effective during the Effectiveness Period;

       

      (b) Prepare
        and file with the Commission such amendments and supplements to such
        registration statement and the prospectus used in connection with such
        registration statement as may be necessary to comply with the provisions
        of the
        Securities Act with respect to the disposition of all securities covered
        by such
        registration statement;

       

      (c) Furnish
        to the Investors such numbers of copies of a prospectus, including a preliminary
        prospectus, in conformity with the requirements of the Securities Act, and
        such
        other documents as they may reasonably request in order to facilitate the
        disposition of Registrable Securities owned by them (provided that the Company
        would not be required to print such prospectuses if readily available to
        Investors from any electronic service, such as on the EDGAR filing database
        maintained at www.sec.gov);

       

      
        
          
          

        

        
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      (d) Use
        its
        reasonable best efforts to register and qualify the securities covered by
        such
        registration statement under such other securities’ or blue sky laws of such
        jurisdictions as shall be reasonably requested by the Investors; provided
        that
        the Company shall not be required in connection therewith or as a condition
        thereto to qualify to do business or to file a general consent to service
        of
        process in any such states or jurisdictions;

       

      (e) In
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter(s) of such offering (each Investor participating
        in
        such underwriting shall also enter into and perform its obligations under
        such
        an agreement);

       

      (f) Promptly
        notify each Investor holding Registrable Securities covered by such registration
        statement at any time when a prospectus relating thereto is required to be
        delivered under the Securities Act, within one business day, (i) of the
        effectiveness of such registration statement, or (ii) of the happening of
        any
        event as a result of which the prospectus included in such registration
        statement, as then in effect, includes an untrue statement of a material
        fact or
        omits to state a material fact required to be stated therein or necessary
        to
        make the statements therein not misleading in the light of the circumstances
        then existing;

       

      (g) Cause
        all
        such Registrable Securities registered pursuant hereto to be listed on each
        securities exchange or nationally recognized quotation system on which similar
        securities issued by the Company are then listed; and

       

      (h) Provide
        a
        transfer agent and registrar for all Registrable Securities registered pursuant
        hereunder and a CUSIP number for all such Registrable Securities, in each
        case
        not later than the effective date of such registration.

       

      1.4 Furnish
        Information.
        It
        shall be a condition precedent to the Company’s obligations to take any action
        pursuant to this Section 1 with respect to the Registrable Securities of
        any
        selling Investor that such Investor shall furnish to the Company such
        information regarding such Investor, the Registrable Securities held by such
        Investor, and the intended method of disposition of such securities in the
        form
        attached to this Agreement as Annex B, or as otherwise reasonably required
        by
        the Company or the managing underwriters, if any, to effect the registration
        of
        such Investor’s Registrable Securities.

       

      1.5 Delay
        of Registration.
        No
        Investor shall have any right to obtain or seek an injunction restraining
        or
        otherwise delaying any such registration as the result of any controversy
        that
        might arise with respect to the interpretation or implementation of this
        Section
        1.

       

      
        
          
          

        

        
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      1.6 Indemnification.

       

      (a) To
        the
        extent permitted by law, the Company will indemnify and hold harmless each
        Investor, any underwriter (as defined in the Securities Act) for such Investor
        and each person, if any, who controls such Investor or underwriter within
        the
        meaning of the Securities Act or the Exchange Act, against any losses, claims,
        damages or liabilities (joint or several) to which any of the foregoing persons
        may become subject under the Securities Act, the Exchange Act or other federal
        or state securities law, insofar as such losses, claims, damages or liabilities
        (or actions in respect thereof) arise out of or are based upon any of the
        following statements, omissions or violations (collectively, a “Violation”):
        (i)
        any untrue statement or alleged untrue statement of a material fact contained
        in
        a registration statement, including any preliminary prospectus or final
        prospectus contained therein or any amendments or supplements thereto
        (collectively, the “Filings”),
        (ii)
        the omission or alleged omission to state in the Filings a material fact
        required to be stated therein, or necessary to make the statements therein
        not
        misleading, or (iii) any violation or alleged violation by the Company of
        the
        Securities Act, the Exchange Act, any state securities law or any rule or
        regulation promulgated under the Securities Act, the Exchange Act or any
        state
        securities law; and the Company will pay any legal or other expenses reasonably
        incurred by any person to be indemnified pursuant to this Section 1.6(a)
        in
        connection with investigating or defending any such loss, claim, damage,
        liability or action; provided,
        however,
        that
        the indemnity agreement contained in this Section 1.6(a) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Company (which
        consent
        shall not be unreasonably withheld), nor shall the Company be liable in any
        such
        case for any such loss, claim, damage, liability or action to the extent
        that it
        arises out of or is based upon a Violation that occurs in reliance upon and
        in
        conformity with written information furnished expressly for use in connection
        with such registration by any such Investor, underwriter or controlling
        person.

       

      (b) To
        the
        extent permitted by law, each Investor will indemnify and hold harmless the
        Company, each of its directors, each of its officers who has signed the
        registration statement, each person, if any, who controls the Company within
        the
        meaning of the Securities Act or the Exchange Act, any underwriter, any other
        Investor selling securities in such registration statement and any controlling
        person of any such underwriter or other Investor, against any losses, claims,
        damages or liabilities (joint or several) to which any of the foregoing persons
        may become subject under the Securities Act, the Exchange Act or other federal
        or state securities law, insofar as such losses, claims, damages or liabilities
        (or actions in respect thereto) 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 by such
        Investor expressly for use in connection with such registration; and each
        such
        Investor will pay any legal or other expenses reasonably incurred by any
        person
        to be indemnified pursuant to this Section 1.6(b) in connection with
        investigating or defending any such loss, claim, damage, liability or action;
        provided,
        however,
        that
        the indemnity agreement contained in this Section 1.6(b) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Investor (which
        consent shall not be unreasonably withheld); provided,
        however,
        in no
        event shall any indemnity under this subsection 1.6(b) exceed the net proceeds
        received by such Investor upon the sale of the Registrable Securities giving
        rise to such indemnification obligation.

       

      
        
          
          

        

        
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      (c) Promptly
        after receipt by an indemnified party under this Section 1.6 of notice of
        the
        commencement of any action (including any governmental action), such indemnified
        party will, if a claim in respect thereof is to be made against any indemnifying
        party under this Section 1.6, 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 the defense
        thereof with counsel mutually satisfactory to the parties; provided,
        however,
        that an
        indemnified party (together with all other indemnified parties that may be
        represented without conflict by one counsel) shall have the right to retain
        one
        separate counsel, with the fees and expenses to be paid by the indemnifying
        party, if representation of such indemnified party by the counsel retained
        by
        the indemnifying party would be inappropriate due to actual or potential
        differing interests between such indemnified party and any other party
        represented by such counsel in such proceeding. The failure to deliver written
        notice to the indemnifying party within a reasonable time of the commencement
        of
        any such action, if materially prejudicial to its ability to defend such
        action,
        shall relieve such indemnifying party of any liability to the indemnified
        party
        under this Section 1.6, but the omission so to deliver written notice to
        the
        indemnifying party will not relieve it of any liability that it may have
        to any
        indemnified party otherwise than under this Section 1.6.

       

      (d) If
        the
        indemnification provided for in Sections 1.6(a) and (b) is held by a court
        of
        competent jurisdiction to be unavailable to an indemnified party with respect
        to
        any loss, claim, damage or expense referred to herein, then the indemnifying
        party, in lieu of indemnifying such indemnified party hereunder, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such loss, claim, damage or expense in such proportion as is appropriate
        to
        reflect the relative fault of the indemnifying party on the one hand and
        of the
        indemnified party on the other in connection with the statements or omissions
        or
        alleged statements or omissions that resulted in such loss, liability, claim
        or
        expense as well as any other relevant equitable considerations. The relative
        fault of the indemnifying party and of the indemnified party shall be determined
        by reference to, among other things, whether the untrue or alleged untrue
        statement of a material fact relates to information supplied by the indemnifying
        party or by the indemnified party and the parties’ relative intent, knowledge,
        access to information and opportunity to correct or prevent such statement
        or
        omission. In no event shall any Investor be required to contribute an amount
        in
        excess of the net proceeds received by such Investor upon the sale of the
        Registrable Securities giving rise to such indemnification
        obligation.

       

      (e) The
        obligations of the Company and Investors under this Section 1.6 shall survive
        the completion of any offering of Registrable Securities in a registration
        statement under this Section 1, and otherwise.

       

      1.7 Reports
        Under Securities Exchange Act.
        With a
        view to making available the benefits of certain rules and regulations of
        the
        Commission, including Rule 144, that may at any time permit an Investor to
        sell
        securities of the Company to the public without registration or pursuant
        to a
        registration on Form SB-2, the Company agrees to:

       

      (a) make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144, at all times after ninety (90) days after the Trigger
        Date;

       

      (b) take
        such
        action, including the voluntary registration of its Common Stock under Section
        12 of the Exchange Act, as is necessary to enable the Investors to utilize
        Form
        SB-2 for the sale of their Registrable Securities, such action to be taken
        as
        soon as practicable after the end of the fiscal year in which the registration
        statement is declared effective;

       

      
        
          
          

        

        
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      (c) file
        with
        the Commission in a timely manner all reports and other documents required
        of
        the Company under the Securities Act and the Exchange Act; and

       

      (d) furnish
        to any Investor, so long as the Investor owns any Registrable Securities,
        forthwith upon request (i) a written statement by the Company that it has
        complied with the reporting requirements of Rule 144 (at any time after ninety
        (90) calendar days after the Trigger Date), the Securities Act and the Exchange
        Act (at any time after it has become subject to such reporting requirements),
        or
        that it qualifies as a registrant whose securities may be resold pursuant
        to
        Form SB-2 (at any time after it so qualifies), (ii) a copy of the most recent
        annual or quarterly report of the Company and such other reports and documents
        so filed by the Company, and (iii) such other information as may be reasonably
        requested in availing any Investor of any rule or regulation of the Commission
        that permits the selling of any such securities without registration or pursuant
        to such form.

       

      1.8 Transfer
        or Assignment of Registration Rights.
        The
        rights to cause the Company to register Registrable Securities pursuant to
        this
        Section 1 may be transferred or assigned, but only with all related obligations,
        by an Investor to a transferee or assignee who (a) acquires at least 50,000
        Shares (subject to appropriate adjustment for stock splits, stock dividends
        and
        combinations) from such transferring Investor, unless waived in writing by
        the
        Company, or (b) holds Registrable Securities immediately prior to such transfer
        or assignment; provided,
        that in
        the case of (a), (i) prior to such transfer or assignment, the Company is
        furnished with written notice stating the name and address of such transferee
        or
        assignee and identifying the securities with respect to which such registration
        rights are being transferred or assigned, (ii) such transferee or assignee
        agrees in writing to be bound by and subject to the terms and conditions
        of this
        Agreement including, without limitation, the provisions of Section 1.9 hereof
        and (iii) such transfer or assignment shall be effective only if immediately
        following such transfer or assignment the further disposition of such securities
        by the transferee or assignee is restricted under the Securities
        Act.

       

      2. Covenants
        of the Company to the Investors.

       

      2.1 Information
        Rights.
        The
        Company shall deliver to each Investor who holds (and continues to hold)
        at
        least 100,000 Shares (subject to appropriate adjustment for stock splits,
        stock
        dividends and combinations), upon the request of such Investor (which may
        be
        satisfied by filing of Company quarterly and annual reports under the Exchange
        Act):

       

      (a) as
        soon
        as practicable, but in any event within one hundred twenty (120) calendar
        days
        after the end of each fiscal year of the Company, consolidated balance sheets
        of
        the Company and its subsidiaries, if any, as of the end of such fiscal year,
        and
        consolidated statements of income and consolidated statements of cash flows
        of
        the Company and its subsidiaries, if any, for such year, prepared in accordance
        with generally accepted accounting principles (“GAAP”),
        all
        in reasonable detail; and

       

      (b) as
        soon
        as practicable, but in any event within forty-five (45) calendar days after
        the
        end of each of the first three (3) quarters of each fiscal year of the Company,
        consolidated balance sheets of the Company and its subsidiaries, if any,
        as of
        the end of such quarter, and consolidated statements of income and consolidated
        statements of cash flows of the Company and its subsidiaries, if any, for
        such
        quarter prepared in accordance with GAAP, all in reasonable detail.

       

      
        
          
          

        

        
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      2.2 Confidentiality.
        Each
        Investor receiving any non-public information of the Company hereby agrees
        to
        hold in confidence and trust and to act in a fiduciary manner with respect
        to
        all information so provided; provided,
        however,
        that
        notwithstanding the foregoing, an Investor may include summary financial
        information concerning the Company and general statements concerning the
        nature
        and progress of the Company’s business in an Investor’s reports to its
        affiliates. Subsequent to the Closing, the Company shall not provide Investor
        with any material non-public information regarding the Company, unless Investor
        has entered into a confidentiality agreement governing the use and disclosure
        of
        such information.

       

      3. Legend.

       

      (a) Each
        certificate representing Shares of Common Stock held by the Investors and
        the
        Placement Agent shall be endorsed with the following legend:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, OFFERED FOR
        SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
        A
        REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE
        ACT
        OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT
        AN
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH
        RESPECT TO SUCH TRANSFER. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE
        WITH APPLICABLE STATE SECURITIES LAWS.”

       

      (b) The
        legend set forth above shall be removed, and the Company shall issue a
        certificate without such legend to the transferee of the Shares represented
        thereby, if, unless otherwise required by state securities laws, (i) such
        Shares
        have been sold under an effective registration statement under the Securities
        Act, (ii) such holder provides the Company with an opinion of counsel,
        reasonably acceptable to the Company (which may be the Company’s regular outside
        counsel), to the effect that sale, assignment or transfer of such Shares
        may be
        made pursuant to an applicable exemption from the registration requirements
        of
        the Securities Act or (iii) if an applicable exemption from the registration
        requirements of the Securities Act permits the public resale of such Shares
        and
        no opinion is required to remove such legend. The Company agrees that following
        the effectiveness of the Registration Statement or at such time as such legend
        is no longer required pursuant to applicable law, it will, no later than
        three
        business days following the delivery to the Company’s transfer agent of both (x)
        the certificate issued with restrictive legend representing Shares for which
        legend removal is required by this Section 3(b), and (y) all reasonably required
        documentation, which may include, without limitation, stock powers,
        certificates, shareholder representation letters, broker representation letters
        and opinions of counsel, as applicable, (such third Business Day, the
“Legend
        Removal Date”),
        deliver or cause to be delivered to such holder a certificate representing
        such
        Shares that is free from all restrictive and other legends, in each case
        without
        charge to the holder other than customary transfer fees which may be charged
        by
        the transfer agent or broker-dealer. If the Company fails to timely deliver
        any
        unlegended share certificate by the applicable Legend Removal Date, then
        the
        Company shall immediately upon demand reimburse the holder of the relevant
        Shares for the cost and losses occasioned by any “buy-in” resulting
        therefrom.

       

      
        
          
          

        

        
          C-9

          
            

          

        

        
          
          

        

      

       

      4. Miscellaneous.

       

      4.1 Governing
        Law.
        The
        parties hereby agree that any dispute which may arise between them arising
        out
        of or in connection with this Agreement shall be adjudicated only before
        a
        Federal court located in the State of New York and they hereby submit to
        the
        exclusive jurisdiction of the federal and state courts of the State of New
        York
        with respect to any action or legal proceeding commenced by any party, and
        irrevocably waive any objection they now or hereafter may have respecting
        the
        venue of any such action or proceeding brought in such a court or respecting
        the
        fact that such court is an inconvenient forum, relating to or arising out
        of
        this Agreement or any acts or omissions relating to the registration of the
        securities hereunder, and consent to the service of process in any such action
        or legal proceeding by means of registered or certified mail, return receipt
        requested, in care of the address set forth below or such other address as
        the
        undersigned shall furnish in writing to the other. The parties further agree
        that in the event of any dispute, action, suit or other proceeding arising
        out
        of or in connection with this Agreement brought by the Company or any of
        its
        Affiliates, the Investor (or transferee) shall recover all of such party’s
        attorneys’ fees and costs incurred in each and every action, suit or other
        proceeding, including any and all appeals or petitions therefrom. As used
        herein, attorney’s fees shall be deemed to mean the full and actual costs of any
        investigation and of legal services actually performed in connection with
        the
        matters involved, calculated on the basis of the usual fee charged by the
        attorneys performing such services.

       

      4.2 Waivers
        and Amendments.
        This
        Agreement may be terminated and any term of this Agreement may be amended
        or
        waived (either generally or in a particular instance and either retroactively
        or
        prospectively) with the written consent of the Company and Investors holding
        at
        least a majority of the Registrable Securities then outstanding (the
“Majority
        Investors”).
        Notwithstanding the foregoing, additional parties may be added as Investors
        under this Agreement, and the definition of Registrable Securities expanded,
        with the written consent of the Company and the Majority Investors. No such
        amendment or waiver shall reduce the aforesaid percentage of the Registrable
        Securities, the holders of which are required to consent to any termination,
        amendment or waiver without the consent of the record holders of all of the
        Registrable Securities. Any termination, amendment or waiver effected in
        accordance with this Section 4.2 shall be binding upon each holder of
        Registrable Securities then outstanding, each future holder of all such
        Registrable Securities and the Company.

       

      4.3 Successors
        and Assigns.
        Except
        as otherwise expressly provided herein, the provisions of this Agreement
        shall
        inure to the benefit of, and be binding upon, the successors, assigns, heirs,
        executors and administrators of the parties hereto.

       

      4.4 Entire
        Agreement.
        This
        Agreement constitutes the full and entire understanding and agreement among
        the
        parties with regard to the subject matter hereof, and no party shall be liable
        or bound to any other party in any manner by any warranties, representations
        or
        covenants except as specifically set forth herein.

       

      
        
          
          

        

        
          C-10

          
            

          

        

        
          
          

        

      

       

      4.5 Notices.
        All
        notices and other communications required or permitted under this Agreement
        shall be in writing and shall be delivered personally by hand or by overnight
        courier, mailed by United States first-class mail, postage prepaid, sent
        by
        facsimile or sent by electronic mail directed (a) if to an Investor, at such
        Investor’s address, facsimile number or electronic mail address set forth in the
        Company’s records, or at such other address, facsimile number or electronic mail
        address as such Investor may designate by ten (10) days’ advance written notice
        to the other parties hereto or (b) if to the Company, to its address, facsimile
        number or electronic mail address set forth on its signature page to this
        Agreement and directed to the attention of the Chief Executive Officer, or
        at
        such other address, facsimile number or electronic mail address as the Company
        may designate by ten (10) days’ advance written notice to the other parties
        hereto. All such notices and other communications shall be effective or deemed
        given upon delivery, on the date that is three days following the date of
        mailing, upon confirmation of facsimile transfer or upon confirmation of
        electronic mail delivery.

       

      4.6 Interpretation.
        The
        words “include,” “includes” and “including” when used herein shall be deemed in
        each case to be followed by the words “without limitation.” The titles and
        subtitles used in this Agreement are used for convenience only and are not
        considered in construing or interpreting this Agreement.

       

      4.7 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision shall be excluded from this Agreement, and
        the
        balance of the Agreement shall be interpreted as if such provision were so
        excluded, and shall be enforceable in accordance with its terms.

       

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

       

      4.9 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        an original, but all of which together shall constitute one
        instrument.

       

      4.10 Telecopy
        Execution and Delivery.
        A
        facsimile, telecopy or other reproduction of this Agreement may be executed
        by
        one or more parties hereto, and an executed copy of this Agreement may be
        delivered by one or more parties hereto by facsimile or similar electronic
        transmission device pursuant to which the signature of or on behalf of such
        party can be seen, and such execution and delivery shall be considered valid,
        binding and effective for all purposes. At the request of any party hereto,
        all
        parties hereto agree to execute an original of this Agreement as well as
        any
        facsimile, telecopy or other reproduction hereof.

       

      
        
          
          

        

        
          C-11

          
            

          

        

        
          
          

        

      

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          C-12

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Agreement to be executed by
        its
        duly authorized officer, as of the date, month and year first set forth
        above.

       

      
        	
                “Company”

              
	 
	
                CLEAR
                  SKIES HOLDINGS, INC.

              
	  
	
                By:

              	
                _________________________________________

              
	
                Name:

              	 
	
                Title:

              	 
	 
	
                Address
                  for notice:

              
	 
	
                5020
                  Sunrise Highway

              
	
                Suite
                  227

              
	
                Massapequa
                  Park, New York 11756

              
	
                Fax:
                  (516) 798-8300

              


      

       

      
         

      

      [COMPANY
        SIGNATURE PAGE TO REGISTATION RIGHTS AGREEMENT]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned Investor has executed this Agreement as
        of the
        date, month and year that such Investor became the owner of Registrable
        Securities.

       

      
        	
                “Investor”

              
	__________________________________________
	 	 
	
                By:

              	_______________________________________


      

      
        	
                Name

              	 
	
                Title:

              	 
	 	 
	
                Address:

              
	__________________________________________
	 	 
	__________________________________________
	 	 
	__________________________________________
	 	 
	
                Telephone:

              	___________________________________
	 	 
	
                Facsimile:

              	___________________________________
	 	 


      

      
        	
                Email:

              	
                _______________________________________

              


      

       

      


      [INVESTOR
        COUNTERPART SIGNATURE PAGE TO 

      REGISTRATION
        RIGHTS AGREEMENT]