REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into effective as of July 11, 2007 (the “Effective
      Date”)
      between Cromwell Uranium Corp. (f/k/a Arbutus Resources, Inc.), a Nevada
      corporation (the “Company”),
      and
      the persons who have executed the signature page(s) hereto (each, a
“Purchaser”
and
      collectively, the “Purchasers”).

     

    RECITALS:

     

    WHEREAS,
      the Company has completed a reverse triangular merger with Cromwell Uranium
      Holdings, Inc., an Arizona corporation (“Cromwell”),
      pursuant to which a wholly-owned subsidiary of the Company merged with and
      into
      Cromwell, with Cromwell remaining as the surviving entity and a wholly-owned
      subsidiary of the Company (the “Merger”);

     

    WHEREAS,
      prior to the Merger, the Company issued secured Convertible Debentures (the
      “Convertible
      Debentures Offering”)
      which,
      upon the closing of the Merger, automatically converted into 595,000 shares
      (the
“Debenture
      Shares”)
      of
      common stock, par value $0.001 per share (“Common
      Stock”),
      and
      warrants (the “Debenture
      Warrants”)
      to
      purchase an aggregate of 1,190,000 shares of Common Stock;

     

    WHEREAS,
      as a consideration for the Merger and to provide the capital required by the
      Company for working capital and other purposes, the Company has offered in
      compliance with Rule 506 of Regulation D and/or Regulation S of the Securities
      Act (as defined herein), to investors in a private placement transaction (the
      “PPO”)
      [3,100,000] shares of Common Stock (the “Investor
      Shares”)
      and
      warrants (the “Investor
      Warrants”)
      to
      purchase an aggregate of [1,550,000] shares of Common Stock; and

     

    WHEREAS,
      in connection with the Merger, the Convertible Debentures Offering and the
      PPO,
      the Company agrees to provide certain registration rights related to the
      Debenture Shares and the Investor Shares, including “piggyback” registration
      rights with respect to the shares of Common Stock issuable upon exercise of
      the
      Debenture Warrants and the Investor Warrants, on the terms set forth
      herein;

     

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


     

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

     

    “Approved
      Market”
means
      the NASD Over-The-Counter Bulletin Board, the Nasdaq Stock Market, the New
      York
      Stock Exchange or the American Stock Exchange.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Blackout
      Period”
means,
      with respect to a registration, a period, in each case commencing on the day
      immediately after the Company notifies the Purchasers that they are required,
      because of the occurrence of an event of the kind described in Section 4(f)
      hereof, to suspend offers and sales of Registrable Common Shares during which
      the Company, in the good faith judgment of its board of directors, determines
      (because of the existence of, or in anticipation of, any acquisition, financing
      activity, or other transaction involving the Company, or the unavailability
      for
      reasons beyond the Company’s control of any required financial statements,
      disclosure of information which is in its best interest not to publicly
      disclose, or any other event or condition of similar significance to the
      Company) that the registration and distribution of the Registrable Common Shares
      to be covered by such Registration Statement, if any, would be seriously
      detrimental to the Company and its stockholders and ending on the earlier of
      (1)
      the date upon which the material non-public information commencing the Blackout
      Period is disclosed to the public or ceases to be material and (2) such time
      as
      the Company notifies the selling Holders that the Company will no longer delay
      such filing of the Registration Statement, recommence taking steps to make
      such
      Registration Statement effective, or allow sales pursuant to such Registration
      Statement to resume.

     

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

     

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

     

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

     

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

     

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

     

    “Effective
      Date”
means
      the date set forth in the preamble to this Agreement.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    “Piggyback
      Common Share Registration”
means,
      in any registration of Common Stock as set forth in Section 3(b)(i), the ability
      of holders of Registrable Common Shares to include Registrable Common Shares
      in
      such registration.

     

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

     

    “Piggyback
      Warrant Share Registration”
means,
      in any registration of Common Stock as set forth in Section 3(b)(ii), the
      ability of holders of the Registrable Warrant Shares to include Registrable
      Warrant Shares in such registration. 

     

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

     

    “Registrable
      Common Shares”
means
      the Debenture Shares and the Investor Shares (and not including the Registrable
      Warrant Shares) but excluding (i) any Registrable Common Shares that have been
      publicly sold or may be sold immediately without registration under the
      Securities Act either pursuant to Rule 144(k) of the Securities Act or
      otherwise; (ii) any Registrable Common Shares sold by a person in a transaction
      pursuant to a registration statement filed under the Securities Act, or (iii)
      any Registrable Common Shares that are at the time subject to an effective
      registration statement under the Securities Act. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registrable
      Warrant Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser upon exercise
      of
      the Debenture Warrants and the Investor Warrants but excluding (i) any
      Registrable Warrant Shares that have been publicly sold or may be sold
      immediately without registration under the Securities Act either pursuant to
      Rule 144(k) of the Securities Act or otherwise; (ii) any Registrable Warrant
      Shares sold by a person in a transaction pursuant to a registration statement
      filed under the Securities Act, or (iii) any Registrable Warrant Shares that
      are
      at the time subject to an effective registration statement under the Securities
      Act. 

     

    “Registration
      Default Date”
means
      the date that is 120 days after the Registration Filing Date.

     

    “Registration
      Default Period”
means
      the period following the Registration Default Date during which any Registration
      Event occurs and is continuing.

     

    “Registration
      Event”
means
      the occurrence of any of the following events:

     

    (a)  the
      Company fails to file with the Commission the Registration Statement on or
      before the Registration Filing Date;

     

    (b)  the
      Registration Statement is not declared effective by the Commission on or before
      the Registration Default Date;

     

    (c)  after
      the
      SEC Effective Date, sales cannot be made pursuant to the Registration Statement
      for any reason (including without limitation by reason of a stop order, or
      the
      Company’s failure to update the Registration Statement) except as excused
      pursuant to Section 3(a); or

     

    (d)  the
      Common Stock generally or the Registrable Common Shares specifically are not
      listed or included for quotation on an Approved Market, or trading of the Common
      Stock is suspended or halted on the Approved Market, which at the time
      constitutes the principal market for the Common Stock, for more than two full,
      consecutive Trading Days; provided,
      however,
      a
      Registration Event shall not be deemed to occur if all or substantially all
      trading in equity securities (including the Common Stock) is suspended or halted
      on the Approved Market for any length of time.

     

    “Registration
      Filing Date”
means
      the date that is 90 days after the Effective Date. 

     

    “Registration
      Statement”
means
      the registration statement that the Company is required to file pursuant to
      this
      Agreement to register the Registrable Common Shares.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission under the Securities Act. 

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Trading
      Day”
means
      any day on which the national securities exchange, the Nasdaq Stock Market,
      the
      NASD Over-The-Counter Bulletin Board or such other securities market or
      quotation system, which at the time constitutes the principal securities market
      for the Common Stock, is open for general trading of securities.

     

    2.  Term.
      This
      Agreement shall continue in full force and effect for a period of two years
      from
      the Effective Date, unless terminated sooner hereunder.

     

    3.  Registration.

     

    (a)  Registration
      on Form SB-2.
      Not
      later than the Registration Filing Date, the Company shall file with the
      Commission a Registration Statement on Form SB-2, or other applicable form,
      relating to the resale by the Holders of all of the Registrable Common Shares,
      and the Company shall use its commercially reasonably efforts to cause such
      Registration Statement to be declared effective prior to the Registration
      Default Date; provided,
      that
      the Company shall not be obligated to effect any such registration,
      qualification or compliance pursuant to this Section, or keep such registration
      effective pursuant to the terms hereunder in any particular jurisdiction in
      which the Company would be required to qualify to do business as a foreign
      corporation or as a dealer in securities under the securities laws of such
      jurisdiction or to execute a general consent to service of process in effecting
      such registration, qualification or compliance, in each case where it has not
      already done so.

     

    (b)  Piggyback
      Registration.
      

     

    (i)  Piggyback
      Common Share Registration.
      If the
      Company shall determine to register for sale for cash any of its Common Stock,
      for its own account or for the account of others (other than the Holders),
      other
      than (i) a registration relating solely to employee benefit plans or securities
      issued or issuable to employees, consultants (to the extent the securities
      owned
      or to be owned by such consultants could be registered on Form S-8) or any
      of
      their Family Members (including a registration on Form S-8) or (ii) a
      registration relating solely to a Securities Act Rule 145 transaction or a
      registration on Form S-4 in connection with a merger, acquisition, divestiture,
      reorganization or similar event, the Company shall promptly give to the Holders
      written notice thereof (and in no event shall such notice be given less than
      20
      calendar days prior to the filing of such registration statement), and shall,
      subject to Section 3(c), include as a Piggyback Registration all of the
      Registrable Common Shares specified in a written request delivered by the Holder
      thereof within 10 calendar days after receipt of such written notice from the
      Company. However, the Company may, without the consent of the Holders, withdraw
      such registration statement prior to its becoming effective if the Company
      or
      such other stockholders have elected to abandon the proposal to register the
      securities proposed to be registered thereby. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Piggyback
      Warrant Share Registration.
      If
      after the SEC Effective Date, the Company shall determine to register for sale
      for cash any of its Common Stock, for its own account or for the account of
      others (other than the Holders), other than (i) a registration relating solely
      to employee benefit plans or securities issued or issuable to employees,
      consultants (to the extent the securities owned or to be owned by such
      consultants could be registered on Form S-8) or any of their Family Members
      (including a registration on Form S-8) or (ii) a registration relating solely
      to
      a Securities Act Rule 145 transaction or a registration on Form S-4 in
      connection with a merger, acquisition, divestiture, reorganization or similar
      event, the Company shall promptly give to the Holders written notice thereof
      (and in no event shall such notice be given less than 20 calendar days prior
      to
      the filing of such registration statement), and shall, subject to Section 3(c),
      include as a Piggyback Registration all of the Registrable Warrant Shares
      specified in a written request delivered by the Holder thereof within 10
      calendar days after receipt of such written notice from the Company. However,
      the Company may, without the consent of the Holders, withdraw such registration
      statement prior to its becoming effective if the Company or such other
      stockholders have elected to abandon the proposal to register the securities
      proposed to be registered thereby. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No
      Registrable Securities excluded from the underwriting by reason of the
      underwriter’s marketing limitation shall be included in such registration. If
      any Holder disapproves of the terms of any such underwriting, such Holder may
      elect to withdraw such Holder’s Registrable Securities therefrom by delivering a
      written notice to the Company and the underwriter. The Registrable Securities
      so
      withdrawn from such underwriting shall also be withdrawn from such registration;
      provided,
      however,
      that,
      if by the withdrawal of such Registrable Securities, a greater number of
      Registrable Securities held by other Holders may be included in such
      registration (up to the maximum of any limitation imposed by the underwriters),
      then the Company shall offer to all Holders who have included Registrable
      Securities in the registration the right to include additional Registrable
      Securities pursuant to the terms and limitations set forth herein in the same
      proportion used above in determining the underwriter limitation. 

     

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

     

    (e)  Occurrence
      of Registration Event.
      If a
      Registration Event occurs, then the Company will make payments to each Holder
      of
      Investor Shares (a “Qualified
      Purchaser”),
      as
      liquidated damages for the amount of damages to the Qualified Purchaser by
      reason thereof, at a rate equal to 1.25% of the purchase price per share paid
      by
      such Holder in the PPO for the Registrable Common Shares then held by each
      Qualified Purchaser for each full period of 30 days of the Registration Default
      Period (which shall be pro rated for any period less than 30 days); provided,
      however,
      if a
      Registration Event occurs (or is continuing) on a date more than one-year after
      the Qualified Purchaser acquired the Registrable Common Shares (and thus the
      one-year holding period under Rule 144(d) has elapsed), liquidated damages
      shall
      be paid only with respect to that portion of the Qualified Purchaser’s
      Registrable Common Shares that cannot then be immediately resold in reliance
      on
      Rule 144. Notwithstanding the foregoing, the maximum amount of liquidated
      damages that may be paid to any Qualified Purchaser pursuant to this Section
      3(e) shall be an amount equal to 15% of the purchase price per share paid by
      such Holder in the PPO for the Registrable Common Shares held by such Qualified
      Purchaser at the time of the first occurrence of a Registration Event. Each
      such
      payment shall be due and payable within five days after the end of each full
      30-day period of the Registration Default Period until the termination of the
      Registration Default Period and within five days after such termination. Such
      payments shall constitute the Qualified Purchaser’s exclusive remedy for such
      events. The Registration Default Period shall terminate upon (i) the filing
      of
      the Registration Statement in the case of clause (a) of the definition of
      Registration Event, (ii) the SEC Effective Date in the case of clause (b) of
      the
      definition of Registration Event, (iii) the ability of the Qualified Purchaser
      to effect sales pursuant to the Registration Statement in the case of clause
      (c)
      of the definition of Registration Event, (iv) the listing or inclusion and/or
      trading of the Common Stock on an Approved Market, as the case may be, in the
      case of clause (d) of the definition of Registration Event, and (v) in the
      case
      of the events described in clauses (b) and (c) of the definition of Registration
      Event, the earlier termination of the Registration Default Period. The amounts
      payable as liquidated damages pursuant to this Section 3(e) shall be payable
      in
      lawful money of the United States. Amounts payable as liquidated damages to
      each
      Qualified Purchaser hereunder with respect to each share of Registrable Common
      Shares shall cease when the Qualified Purchaser no longer holds such Registrable
      Common Shares or all such Registrable Common Shares can be immediately sold
      by
      the Qualified Purchaser in reliance on Rule 144(k). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (a)  prepare
      and file with the Commission with respect to the Registrable Common Shares,
      a
      Registration Statement on Form SB-2, or any other form for which the Company
      then qualifies or which counsel for the Company shall deem appropriate and
      which
      form shall be available for the sale of the Registrable Common Shares in
      accordance with the intended methods of distribution thereof, and use its
      commercially reasonable efforts to cause such Registration Statement to become
      effective and shall remain effective for a period of two years or for such
      shorter period ending on the earlier to occur of (i) the sale of all Registrable
      Common Shares and (ii) the availability under Rule 144(k) for the Holder to
      sell
      the Registrable Common Shares (the “Effectiveness
      Period”);

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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


     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (m)  take
      all
      other reasonable actions necessary to expedite and facilitate the disposition
      by
      the Holders of the Registrable Common Shares pursuant to the Registration
      Statement.

     

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

     

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

     

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

     

    8.  Information
      by Holder.
      Holders
      included in any registration shall furnish to the Company such information
      as
      the Company may reasonably request in writing regarding such Holders and the
      distribution proposed by such Holders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.  Indemnification.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    10.  Rule
      144.
      For
      a period of at least twenty-four (24) months following the Effective
      Date,
      the
      Company will use its commercially reasonable efforts to timely file all reports
      required to be filed by the Company after the date hereof under the Securities
      Act and the Exchange Act and the rules and regulations adopted by the Commission
      thereunder, and if the Company is not required to file reports pursuant to
      such
      sections, it will prepare and furnish to the Purchasers and make publicly
      available in accordance with Rule 144(c) such information as is required for
      the
      Purchasers to sell shares of Common Stock under Rule 144.

     

    11.  Corporate
      Existence.
      So long
      as any Holder owns any Registrable Securities, the Company shall not directly
      or
      indirectly consummate any merger, reorganization, restructuring, reverse stock
      split, consolidation, sale of all or substantially all of the Company’s assets
      or any similar transaction or related transactions (each such transaction,
      an
“Organizational
      Change”),
      unless, prior to the consummation of an Organizational Change, the Company
      obtains the written consent of the Majority Holders.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.  Miscellaneous.

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      to the
      Company to:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Cromwell
      Uranium Corp.

    8655
      East
      Via De Ventura, Suite G2000

    Scottsdale,
      AZ 85258

    Attention:
      Robert McIntosh, President & CEO

    Facsimile:
      [____]

    


    with
      copy
      to:

    


    Gottbetter
      & Partners, LLP

    488
      Madison Avenue

    New
      York,
      NY 10022

    Attention:
      Kenneth S. Goodwin, Esq.

    Facsimile:
      (212) 400-6901

    


    If
      to the
      Purchasers:

    


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

    


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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	COMPANY:
	 	 	 
	 	Cromwell
              Uranium Corp.
	 
 	 
 	 
 
	 	By:  	 /s/ Robert McIntosh
	 	
              
Name:
              Robert McIntosh
	 	Title:
              President


    

     

    [SIGNATURE
      PAGE OF PURCHASER FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	 
	 
 	 
 	
              PURCHASER
                (Individual)

 
	 	  	
              
                
 

            
	 	
               

              
                
(Print
                Name)

            
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	
              PURCHASER
                (Entity)

 
	 	 	
              By:
                

            
	 	
              
                

              

            
	 	
               

              
                
(Print
                Name)

            
	 	
               

              
                
(Print
                Title)

            
	 	 
	 	 
	 	

              Address
                for notices: 

            
	 	 
	 	
              

            
	 	
              
                

              

            
	 	
              

            
	 	
              City        State        Zip
                Code