REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of July 18, 2008, by and among Southern Sauce Company,
      Inc., a Florida corporation (the “Company”),
      and
      the purchaser listed on Schedule I hereto (the “Purchaser”).

     

    This
      Agreement is being entered into pursuant to the Securities Purchase Agreement
      dated as of the date hereof among the Company and the Purchaser (the
“Purchase
      Agreement”).

     

    The
      Company and the Purchaser hereby agree as follows:

     

    1. Definitions.

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings:

     

    “Additional
      Filing Date”
shall
      mean the thirtieth (30th)
      day
      following the date on which a Demand Notice is received by the Company;
provided
      that if
      any Additional Filing Date falls on a Saturday, Sunday or any other day which
      shall be a legal holiday or a day on which the Commission is authorized by
      law
      or other government actions to close, the Additional Filing Date shall be the
      following Business Day.

     

    “Advice”
shall
      have meaning set forth in Section 3(m).

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms of
      “affiliated,”
      “controlling”
and
      “controlled”
have
      meanings correlative to the foregoing.

     

    “Board”
shall
      have meaning set forth in Section 3(n).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a legal holiday
      or a
      day on which banking institutions in the state of New York generally are
      authorized or required by law or other government actions to close.

     

    “Closing
      Date”
means
      the date of the Closing, as defined in the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the Company’s Common Stock, par value $0.001 per share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Conversion
      Shares”
means
      the shares of the Company’s Common Stock issuable upon conversion of the
      Company’s Preferred Stock.

     

    “Demand
      Notice”
shall
      have the meaning set forth in Section 2A.

     

    “Effectiveness
      Date”
means,
      with respect to any Registration Statement the earlier of (A) the one hundred
      twentieth (120th)
      day
      following the Closing Date or any Additional Filing Dates, as applicable, or
      (B)
      in the event the Registration Statement receives a “full review” by the
      Commission, the one hundred fiftieth (150th)
      day
      following the Closing Date or any Additional Filing Dates, as applicable, or
      (C)
      the date which is within three (3) Business Days after the date on which the
      Commission informs the Company that the (i) the Commission will not review
      a
      Registration Statement or (ii) the Company may request the acceleration of
      the
      effectiveness of a Registration Statement and the Company makes such request;
      provided,
      that,
      if the Effectiveness Date falls on a Saturday, Sunday or any other day which
      shall be a legal holiday or a day on which the Commission is authorized or
      required by law or other government actions to close, the Effectiveness Date
      shall be the following Business Day.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

    “Event”
shall
      have the meaning set forth in Section 8(e).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 8(e).

     

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

     

    “Filing
      Date”
means,
      the forty-fifth (45th)
      day
      following the Closing Date; provided,
      that,
      if the Filing Date falls on a Saturday, Sunday or any other day which shall
      be a
      legal holiday or a day on which the Commission is authorized or required by
      law
      or other government actions to close, the Filing Date shall be the following
      Business Day.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Initial
      Vision Shares”
means
      the Initial Registrable Securities as defined in the Vision Registration Rights
      Agreement, subject to the terms and conditions set forth in Sections 2(a) of
      such agreement.

     

    “Initiating
      Holders”
shall
      have the meaning set forth in Section 2A.

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    
      
        
        

      

      
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    “Preferred
      Stock”
means
      shares of the Company’s Series A Convertible Preferred Stock issued to the
      Purchaser pursuant to the Purchase Agreement.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference in such
      Prospectus.

     

    “Registrable
      Securities”
means
      (i) the shares of Common Stock issuable upon conversion of the Preferred Stock
      (“Conversion Shares”), (ii) the shares of Common Stock issuable upon exercise of
      the Warrants (“Warrant Shares”), and (iii) the shares of Common Stock that are
      acquired by the Purchaser either (x) upon their release from escrow on the
      terms
      and subject to the conditions set forth in the Securities Escrow Agreement
      (the
“Escrow Shares”) or (y) pursuant to Section 3.25 of the Purchase Agreement, in
      the event such shares are actually issued (the “Principal Stockholder
      Shares”).

     

    “Registration
      Statement”
means
      the registration statements and any additional registration statements
      contemplated by Section 2, including (in each case) the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference in such registration statement.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
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     “Securities
      Escrow Agreement”
means
      the Securities Escrow Agreement dated as of July 18, 2008 by and among the
      Company, Blue Ridge Investments, LLC and its affiliates, Li Shaoqing and Loeb
      & Loeb LLP.

     

    “Shell
      Registration Rights Agreement”
means
      the Registration Rights Agreement dated as of June 10, 2008, by and among the
      Company and the holders of securities listed on Schedule II.

     

    “Shell
      Shares”
means
      the securities of the Company listed on Schedule II, with such holders who
      have
      entered into the Shell Registration Rights Agreement.

     

    “Special
      Counsel”
means
      Cadwalader, Wickersham & Taft LLP, for which the Holders will be reimbursed
      by the Company pursuant to Section 4.

     

    “Units”
shall
      have the meaning ascribed to such term in the Purchase Agreement. “Vision
      Registration Rights Agreement”
means
      that Registration Rights Agreement dated as of June 10, 2008, by and between
      the
      Company and Vision.

     

    “Vision
      Shares”
means
      the Registrable Securities as defined in the Vision Registration Rights
      Agreement.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon the exercise of a Warrant at an
      exercise price of $3.52.

     

    “Warrants”
means
      the Series A Warrants to purchase shares of Common Stock issued to the Purchaser
      pursuant to the Purchase Agreement.

     

    2. Resale
      Registrations.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a “resale” Registration Statement providing for the resale of fifty percent
      (50%) of the Conversion Shares, one hundred percent (100%) of the Escrow Shares,
      fifty percent (50%) of the Warrant Shares, one hundred percent (100%) of the
      Initial Vision Shares (subject to the terms and conditions of Section 2(a)
      of
      the Vision Registration Rights Agreement), and one hundred percent (100%) of
      the
      Shell Shares (collectively, the “Initial Registrable Securities”), for an
      offering to be made on a continuous basis pursuant to Rule 415. Such
      Registration Statement shall be on Form S-1. Such Registration Statement shall
      cover to the extent allowable under the Securities Act and the rules promulgated
      thereunder (including Rules 415 and 416), such indeterminate number of
      additional shares of Common Stock resulting from stock splits, stock dividends
      or similar transactions with respect to the Conversion Shares. The Company
      shall
      (i) not permit any securities other than the Initial Registrable Securities
      to
      be included in such Registration Statement and (ii) use its best efforts to
      cause such Registration Statement to be declared effective under the Securities
      Act as promptly as possible after the filing thereof, but in any event prior
      to
      the applicable Effectiveness Date, and to keep such Registration Statement
      continuously effective under the Securities Act until such date as is the
      earlier of (x) the date when all Initial Registrable Securities covered by
      such
      Registration Statement have been sold or (y) the date on which the Initial
      Registrable Securities may be sold without any restriction pursuant to Rule
      144
      as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company’s transfer agent to such effect (the
“Effectiveness Period”). The Company shall request that the effective time of
      any such Registration Statement is 5:00 p.m. Eastern Time on the effective
      date.

     

    
      
        
        

      

      
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    (b) In
      the
      event that the Company is unable to register for resale under Rule 415 of
      Regulation C under the Securities Act all of the Initial Registrable Securities
      on the Registration Statement that it has agreed to file pursuant to the first
      sentence of Section 2(a) due to limits imposed by the Commission’s
      interpretation of Rule 415 of Regulation C under the Securities Act, then the
      Company shall be obligated to include in such Initial Registration Statement
      (which may be a subsequent Registration Statement if the Company needs to
      withdraw the Initial Registration Statement and refile a new Registration
      Statement in order to rely on Rule 415) only such limited portion of the
      Registrable Securities, Vision Shares and Shell Shares as the Commission shall
      permit. Any exclusion of Registrable Securities, Vision Shares or Shell
      Shares shall be made pro rata among the Holders in proportion to the number
      of
      Registrable Securities, Vision Shares or Shell Shares held by such persons;
      provided, however, that the number of Registrable Securities, Vision
      Shares or Shell Shares to be omitted from such initial Registration
      Statement or any subsequent registration statement shall be determined in the
      following order: (i) first, on a pro rata basis, the Escrow Shares and the
      Escrow Shares as defined under the Vision Registration Rights Agreement; (ii)
      second, on a pro rata basis, the Warrant Shares and the Warrant Shares as
      defined under the Vision Registration Rights Agreement; (iii) third, on a pro
      rata basis for a period of twelve months from the Closing Date at which point
      any such shares shall be registered last, the Conversion
      Shares and
      the
      Conversion Shares as defined under the Vision Registration Rights
      Agreement;
      and
      (iv) fourth, the Shell Shares. In furtherance of the Company’s obligations set
      forth in the preceding sentence, the parties hereby agree that in the event
      that
      any Holder shall deliver to the Company a written notice at any time after
      the
      later of (x) the date which is six months after the Effectiveness Date of the
      latest Registration Statement that was filed pursuant to Section 2(a) or 2(b)
      hereof, as applicable, or (y) the date on which all Initial Registrable
      Securities registered on the all of the prior Registration Statements filed
      pursuant to Section 2(a) and 2(b) hereof are sold, that the Company shall file,
      within 30 days following the date of receipt of such written notice, an
      additional Registration Statement registering any Initial Registrable Securities
      that were omitted from the initial Registration Statement.

     

    (c) Notwithstanding
      anything to the contrary in this Section 2, nothing in this Agreement shall
      be
      construed to restrict or supercede the rights and obligations set forth in
      the
      Vision Registration Rights Agreement as pertains to the Vision
      Shares.

     

    2A. Demand
      Registrations.

     

    (a) At
      any
      time following the date on which all Initial Registrable Securities have been
      registered for resale pursuant to Section 2 hereof (the “Permitted Request
      Date”), (i) a Holder or Holders owning 50% or more in interest (the “Initiating
      Holders”) of the Registrable Securities (other than the Initial Registrable
      Securities and subject to the rights of the holders of the Shell Shares as
      set
      forth in the Shell Registration Rights Agreement and the Vision Shares as set
      forth in the Vision Registration Rights Agreement)(the “Remaining Registrable
      Securities”) may request that the Company file a Registration Statement
      providing for the resale of all Remaining Registrable Securities then held
      by
      the Initiating Holders by giving written notice (a “Demand Notice”) of such
      demand to the Company. The Demand Notice shall describe the number of Remaining
      Registrable Securities intended to be disposed of and the intended method of
      disposition. The Company shall then prepare and file with the Commission on
      or
      prior to the Additional Filing Date, a “resale” Registration Statement providing
      for the resale of all Remaining Registrable Securities included in the Demand
      Notice for an offering to be made on a continuous basis pursuant to Rule 415.
      Any such Registration Statements shall be on Form S-1. Each such Registration
      Statement shall cover to the extent allowable under the Securities Act and
      the
      rules promulgated thereunder (including Rules 415 and 416), such indeterminate
      number of additional shares of Common Stock resulting from stock splits, stock
      dividends or similar transactions with respect to the Registrable Securities.
      The Company shall (i) not permit any securities other than the Remaining
      Registrable Securities to be included in any such Registration Statement and
      (ii) use its reasonable best efforts to cause any such Registration Statement
      to
      be declared effective under the Securities Act as promptly as possible after
      the
      filing thereof, but in any event prior to the applicable Effectiveness Date,
      and
      to keep any such Registration Statement continuously effective under the
      Securities Act until such date as is the earlier of (x) the date when all
      Registrable Securities covered by such Registration Statement have been sold
      or
      (y) the date on which the Remaining Registrable Securities may be sold without
      any restriction pursuant to Rule 144 as determined by the counsel to the Company
      pursuant to a written opinion letter, addressed to the Company’s transfer agent
      to such effect (the “Effectiveness Period”). The Company shall request that the
      effective time of any such Registration Statement is 5:00 p.m. Eastern Time
      on
      the effective date.

     

    
      
        
        

      

      
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    (b) In
      the
      event that the Company is unable to register for resale under Rule 415 of
      Regulation C under the Securities Act all of the Remaining Registrable
      Securities on any of the Registration Statements that it has agreed to file
      pursuant to the first sentence of Section 2A(a) due to limits imposed by the
      Commission’s interpretation of Rule 415 of Regulation C under the Securities
      Act, the Company will file a Registration Statement under the Securities Act
      with the Commission covering the resale by the Purchaser of such lesser amount
      of the Remaining Registrable Securities as the Company is able to register
      pursuant to the Commission’s interpretation of Rule 415 of Regulation C under
      the Securities Act and use its reasonable best efforts to have such Registration
      Statement become effective as promptly as possible, and, when permitted to
      do so
      by the Commission, to file subsequent registration statement(s) under the
      Securities Act with the Commission covering the resale any Remaining Registrable
      Securities that were omitted from its prior Registration Statements filed with
      the Commission pursuant to this Section 2A(b) and use its reasonable best
      efforts to have such registration declared effective as promptly as possible.
      In
      furtherance of the Company’s obligations set forth in the preceding sentence,
      the parties hereby agree that in the event that any Holder shall deliver to
      the
      Company a written notice at any time after the later of (x) the date which
      is
      six months after the Effectiveness Date of the latest Registration Statement
      filed pursuant to Section 2A(a) or 2A(b) hereof, as applicable, or (y) the
      date
      on which all Remaining Registrable Securities registered on all of the prior
      Registration Statements filed pursuant to Section 2A(a) and 2A(b) hereof are
      sold, that the Company shall file, within 30 days following the date of receipt
      of such written notice, an additional Registration Statement registering any
      Remaining Registrable Securities that were the subject of the applicable Demand
      Notice that were omitted from such Registration Statement.

     

    
      
        
        

      

      
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    3. Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a) Prepare
      and file with the Commission, on or prior to each of the Filing Date and each
      Additional Filing Date, a Registration Statement on Form S-1 or another
      appropriate form in accordance herewith and the Securities Act and the rules
      promulgated thereunder in accordance with the plan of distribution as set forth
      on Exhibit
      A
      hereto
      and in accordance with applicable law, and cause such Registration Statement
      to
      become effective and remain effective as provided herein; provided,
      however,
      that
      not less than five (5) Business Days prior to the filing of such Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders and any Special Counsel, copies of
      all
      such documents proposed to be filed, which documents will be subject to the
      review of such Holders and such Special Counsel, and (ii) cause its officers
      and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of Special
      Counsel, to conduct a reasonable review of such documents. The Company shall
      not
      file any Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities or any Special Counsel shall reasonably object in writing within
      three (3) Business Days of their receipt thereof.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement as may be necessary to keep such
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the applicable Effectiveness Period and prepare and file with
      the
      Commission such additional Registration Statements as necessary in order to
      register for resale under the Securities Act all of the Registrable Securities;
      (ii) cause any related Prospectus to be amended or supplemented by any required
      Prospectus supplement, and as so supplemented or amended to be filed pursuant
      to
      Rule 424 (or any similar provisions then in force) promulgated under the
      Securities Act; (iii) respond as promptly as possible, but in no event later
      than ten (10) Business Days, to any comments received from the Commission with
      respect to any such Registration Statement or any amendment thereto and as
      promptly as possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to any such Registration
      Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
      Act no later than 9:00 a.m. Eastern Time on the Business Day following the
      date
      any such Registration Statement is declared effective by the Commission; and
      (v)
      comply in all material respects with the provisions of the Securities Act and
      the Exchange Act with respect to the disposition of all Registrable Securities
      covered by any such Registration Statement during the Effectiveness Period
      in
      accordance with the intended methods of disposition by the Holders thereof
      set
      forth in such Registration Statement as so amended or in such Prospectus as
      so
      supplemented.

     

    (c) Notify
      the Holders of Registrable Securities and any Special Counsel as promptly as
      possible (and, in the case of (i)(A) below, not less than three (3) Business
      Days prior to such filing, and in the case of (iii) below, on the same day
      of
      receipt by the Company of such notice from the Commission) and (if requested
      by
      any such Person) confirm such notice in writing no later than one (1) Business
      Day following the day (i)(A) when a Prospectus or any Prospectus supplement
      or
      post-effective amendment to any Registration Statement is filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement and (C) with respect to any Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to any Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of any Registration Statement covering any
      or
      all of the Registrable Securities or the initiation or threatening of any
      Proceedings for that purpose; (iv) if at any time any of the representations
      and
      warranties of the Company contained in any agreement contemplated hereby ceases
      to be true and correct in all material respects; (v) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (vi) of the occurrence of any event that makes any statement made
      in any Registration Statement or Prospectus or any document incorporated or
      deemed to be incorporated therein by reference untrue in any material respect
      or
      that requires any revisions to such Registration Statement, Prospectus or other
      documents so that, in the case of any Registration Statement or the Prospectus,
      as the case may be, it will not contain any 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, in the light of the circumstances under which
      they
      were made, not misleading.

     

    
      
        
        

      

      
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    (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of,
      as promptly as possible, (i) any order suspending the effectiveness of any
      such
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities for sale in any
      jurisdiction.

     

    (e) If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or amend any
      Registration Statement such information as the Company reasonably agrees should
      be included therein and (ii) make all required filings of such Prospectus
      supplement or such post-effective amendment as soon as practicable after the
      Company has received notification of the matters to be incorporated in such
      Prospectus supplement or post-effective amendment.

     

    (f) If
      requested by any Holder, furnish to such Holder and any Special Counsel, without
      charge, at least one conformed copy of each Registration Statement and each
      amendment thereto, including financial statements and schedules, all documents
      incorporated or deemed to be incorporated therein by reference, and all exhibits
      to the extent requested by such Person (including those previously furnished
      or
      incorporated by reference) promptly after the filing of such documents with
      the
      Commission.

     

    (g) Promptly
      deliver to each Holder and any Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
      to the use of such Prospectus and each amendment or supplement thereto by each
      of the selling Holders in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

     

    
      
        
        

      

      
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    (h) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders and any Special Counsel in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided,
      however,
      that
      the Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified or to take any action that would
      subject it to general service of process in any such jurisdiction where it
      is
      not then so subject or subject the Company to any material tax in any such
      jurisdiction where it is not then so subject.

     

    (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by the
      Purchase Agreement and applicable federal and state securities laws, shall
      be
      free of all restrictive legends, and to enable such Registrable Securities
      to be
      in such denominations and registered in such names as any Holder may request
      in
      connection with any sale of Registrable Securities.

     

    (j) Upon
      the
      occurrence of any event contemplated by Section 3(c)(vi), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to a Registration Statement or a supplement to the related Prospectus
      or any document incorporated or deemed to be incorporated therein by reference,
      and file any other required document so that, as thereafter delivered, neither
      such Registration Statement nor such Prospectus will contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (k) Use
      its
      best efforts to cause all Registrable Securities relating to any Registration
      Statement to continue to be listed or quoted on the OTC Bulletin Board or to
      be
      listed or quoted on any other national securities exchange, quotation system
      or
      market, if any, on which similar securities issued by the Company are then
      listed or traded as and when required pursuant to the Purchase
      Agreement.

     

    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders all documents
      filed or required to be filed with the Commission, including, but not limited,
      to, earning statements satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 not later than 45 days after the end of any 12-month
      period (or 90 days after the end of any 12-month period if such period is a
      fiscal year) commencing on the first day of the first fiscal quarter of the
      Company after the effective date of each of the Registration Statements, which
      statement shall conform to the requirements of Rule 158.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (m) Within
      two (2) Business Days after a Registration Statement which covers the
      Registrable Securities is ordered effective by the Commission, the Company
      shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Holders
      whose
      Registrable Securities are included in such Registration Statement) confirmation
      that such Registration Statement has been declared effective by the Commission
      in the form attached hereto as Exhibit
      C.

     

    (n) The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in any Registration Statement, Prospectus,
      or
      any amendment or supplement thereto, and the Company may exclude from such
      registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.

     

    If
      any
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to such
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

     

    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under any Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section 3(g)
      and
      notice from the Company that such Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

     

    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under a Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

     

    (o) If
      (i)
      there is material non-public information regarding the Company which the
      Company’s Board of Directors (the “Board”)
      determines not to be in the Company’s best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company’s best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to a Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-Q and 10-K, then the
      Company may (x) postpone or suspend filing of a registration statement for
      a
      period not to exceed thirty (30) consecutive days or (y) postpone or suspend
      effectiveness of a registration statement for a period not to exceed twenty
      (20)
      consecutive days; provided,
      that
      the Company may not postpone or suspend effectiveness of a registration
      statement under this Section 3(n) for more than forty-five (45) days in the
      aggregate during any three hundred sixty (360) day period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive twenty (20)
      day periods arising out of the same set of facts, circumstances or
      transactions.

     

    
      
        
        

      

      
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    4. Registration
      Expenses.

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not a Registration Statement is filed or becomes
      effective and whether or not any Registrable Securities are sold pursuant to
      such Registration Statement. The fees and expenses referred to in the foregoing
      sentence shall include, without limitation, (i) all registration and filing
      fees
      (including, without limitation, fees and expenses (A) with respect to filings
      required to be made with each securities exchange or market on which Registrable
      Securities are required hereunder to be listed, if any, (B) with respect to
      filing fees required to be paid to the Financial Industry Regulatory Authority
      and the NASD Regulation, Inc. (including, without limitation, pursuant to NASD
      Rule 2710) and (C) in compliance with state securities or Blue Sky laws
      (including, without limitation, fees and disbursements of counsel for the
      Holders in connection with Blue Sky qualifications of the Registrable Securities
      and determination of the eligibility of the Registrable Securities for
      investment under the laws of such jurisdictions as the Holders of a majority
      of
      Registrable Securities may designate)), (ii) printing expenses (including,
      without limitation, expenses of printing certificates for Registrable Securities
      and of printing prospectuses if the printing of prospectuses is requested by
      the
      holders of a majority of the Registrable Securities included in a Registration
      Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Company and Special Counsel for the Holders,
      in
      the case of the Special Counsel, up to a maximum amount of $7,500, (v)
      Securities Act liability insurance, if the Company so desires such insurance,
      and (vi) fees and expenses of all other Persons retained by the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement, including, without limitation, the Company’s independent public
      accountants (including the expenses of any comfort letters or costs associated
      with the delivery by independent public accountants of a comfort letter or
      comfort letters). In addition, the Company shall be responsible for all of
      its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange if required hereunder. The Company shall not be responsible
      for any discounts, commissions, transfer taxes or other similar fees incurred
      by
      the Holders in connection with the sale of the Registrable
      Securities.

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers, investment advisors and employees of each of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, costs of preparation
      and attorneys’ fees) and expenses (collectively, “Losses”)
      (as
      determined by a court of competent jurisdiction in a final judgment not subject
      to appeal or review), as incurred, arising out of or relating to any violation
      of securities laws or untrue or alleged untrue statement of a material fact
      contained in any Registration Statement, any Prospectus or any form of
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged omission
      of
      a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, except to the extent, but only to the extent, that such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder or such other Indemnified Party furnished in writing to the Company
      by
      such Holder expressly for use therein. The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding of which
      the
      Company is aware in connection with the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review), as incurred, arising
      solely out of or based solely upon any untrue statement of a material fact
      contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising solely out
      of
      or based solely upon any omission of a material fact required to be stated
      therein or necessary to make the statements therein (in the case of any
      Prospectus or form of prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, to the extent, but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder or other Indemnifying Party
      to the Company specifically for inclusion in any Registration Statement or
      such
      Prospectus. Notwithstanding anything to the contrary contained herein, each
      Holder shall be liable under this Section 5(b) for only that amount as does
      not
      exceed the net proceeds to such Holder as a result of the sale of Registrable
      Securities pursuant to such Registration Statement.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall be entitled to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have proximately and materially adversely prejudiced the
      Indemnifying Party.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such parties shall have been advised by counsel
      that a conflict of interest is likely to exist if the same counsel were to
      represent such Indemnified Party and the Indemnifying Party (in which case,
      if
      such Indemnified Party notifies the Indemnifying Party in writing that it elects
      to employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within ten (10) Business Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that
      the Indemnified Party shall reimburse all such fees and expenses to the extent
      it is finally judicially determined that such Indemnified Party is not entitled
      to indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is due but unavailable
      to
      an Indemnified Party because of a failure or refusal of a governmental authority
      to enforce such indemnification in accordance with its terms (by reason of
      public policy or otherwise), then each Indemnifying Party, in lieu of
      indemnifying such Indemnified Party, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such Losses, in such proportion
      as is appropriate to reflect the relative benefits received by the Indemnifying
      Party on the one hand and the Indemnified Party on the other from the offering
      of the Preferred Stock and the Warrants. If, but only if, the allocation
      provided by the foregoing sentence is not permitted by applicable law, the
      allocation of contribution shall be made in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to in the foregoing sentence
      but
      also the relative fault, as applicable, of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds received by such Holder upon the sale of such Holder’s Registrable
      Securities pursuant to a Registration Statement giving rise to such contribution
      obligation.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties pursuant to the law.

     

    6. Rule
      144.

     

    As
      long
      as any Holder owns Preferred Stock, Warrants or Registrable Securities, the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. As long as any Holder owns Preferred Stock, Warrants or Registrable
      Securities, if the Company is not required to file reports pursuant to Section
      13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
      and make publicly available in accordance with Rule 144 promulgated under the
      Securities Act annual and quarterly financial statements, together with a
      discussion and analysis of such financial statements in form and substance
      substantially similar to those that would otherwise be required to be included
      in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
      as
      any other information required thereby, in the time period that such filings
      would have been required to have been made under the Exchange Act. The Company
      further covenants that it will take such further action as any Holder may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell Registrable Securities without registration under the Securities
      Act within the limitation of the exemptions provided by Rule 144 promulgated
      under the Securities Act, including providing any legal opinions reasonably
      requested relating to such sale pursuant to Rule 144 within five (5) Business
      Days from the date of such request. Upon the request of any Holder, the Company
      shall deliver to such Holder a written certification of a duly authorized
      officer as to whether it has complied with such requirements.

     

    
      
        
        

      

      
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    7. Selling
      Holder Questionnaire.

     

    Each
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Exhibit B (a “Selling Holder Questionnaire”) in
      connection with the execution of this Agreement and prior to the filing of
      each
      Registration Statement required hereunder. The Company shall not be required
      to
      include the Registrable Securities of a Holder in a Registration Statement
      and
      shall not be required to pay any liquidated or other damages hereunder to any
      Holder who fails to furnish to the Company a fully completed Selling Holder
      Questionnaire within ten (10) Business Days of a request therefore by the
      Company.

     

    8. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such 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, will 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 waive the defense
      that
      a remedy at law would be adequate.

     

    (b) No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Without limiting
      the generality of the foregoing and subject to the Shell Registration Rights
      Agreement and the Vision Registration Rights Agreement, without the written
      consent of the Holders of a majority of the then outstanding Registrable
      Securities, the Company shall not grant to any Person the right to request
      the
      Company to register any securities of the Company under the Securities Act
      unless the rights so granted are subject in all respects to the prior rights
      in
      full of the Holders set forth herein, and are not otherwise in conflict with
      the
      provisions of this Agreement.

     

    (c) No
      Piggyback on Registrations.
      Subject
      to the Shell Registration Rights Agreement and the Vision Registration Rights
      Agreement, neither the Company nor any of its security holders (other than
      the
      Holders in such capacity pursuant hereto or holders of issued and outstanding
      securities of the Company immediately prior to the Reverse Merger Transaction)
      may include securities of the Company in any Registration Statement, and the
      Company shall not after the date hereof enter into any agreement providing
      such
      right to any of its securityholders, unless the right so granted is subject
      in
      all respects to the prior rights in full of the Holders set forth herein, and
      is
      not otherwise in conflict with the provisions of this Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement providing for
      the
      resale of the Remaining Registrable Securities, the Company shall determine
      to
      prepare and file with the Commission a registration statement relating to an
      offering for its own account or the account of others under the Securities
      Act
      of any of its equity securities, other than on Form S-4 or Form S-8 (each as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued solely in connection with any acquisition of
      any
      entity or business or equity securities issuable in connection with stock option
      or other employee benefit plans, the Company shall send to each holder of
      Remaining Registrable Securities written notice of such determination and,
      if
      within thirty (30) days after receipt of such notice, or within such shorter
      period of time as may be specified by the Company in such written notice as
      may
      be necessary for the Company to comply with its obligations with respect to
      the
      timing of the filing of such registration statement, any such holder shall
      so
      request in writing, (which request shall specify the Remaining Registrable
      Securities intended to be disposed of by the Purchaser), the Company will cause
      the registration under the Securities Act of all Remaining Registrable
      Securities which the Company has been so requested to register by the holder,
      to
      the extent requisite to permit the disposition of the Remaining Registrable
      Securities so to be registered, provided that if at any time after giving
      written notice of its intention to register any securities and prior to the
      effective date of the registration statement filed in connection with such
      registration, the Company shall determine for any reason not to register or
      to
      delay registration of such securities, the Company may, at its election, give
      written notice of such determination to such holder and, thereupon, (i) in
      the
      case of a determination not to register, shall be relieved of its obligation
      to
      register any Remaining Registrable Securities in connection with such
      registration (but not from its obligation to pay expenses in accordance with
      Section 4 hereof), and (ii) in the case of a determination to delay registering,
      shall be permitted to delay registering any Remaining Registrable Securities
      being registered pursuant to this Section 8(d) for the same period as the delay
      in registering such other securities. The Company shall include in such
      registration statement all or any part of such Remaining Registrable Securities
      such holder requests to be registered. In the case of an underwritten public
      offering, if the managing underwriter(s) or underwriter(s) should reasonably
      object to the inclusion of the Remaining Registrable Securities in such
      registration statement, then if the Company after consultation with the managing
      underwriter should reasonably determine that the inclusion of such Remaining
      Registrable Securities would materially adversely affect the offering
      contemplated in such registration statement, and based on such determination
      recommends inclusion in such registration statement of fewer or none of the
      Remaining Registrable Securities of the Holders, then (x) the number of
      Remaining Registrable Securities of the Holders included in such registration
      statement shall be reduced pro-rata among such Holders (based upon the number
      of
      Remaining Registrable Securities requested to be included in the registration),
      if the Company after consultation with the underwriter(s) recommends the
      inclusion of fewer Remaining Registrable Securities, or (y) none of the
      Remaining Registrable Securities of the Holders shall be included in such
      registration statement, if the Company after consultation with the
      underwriter(s) recommends the inclusion of none of such Remaining Registrable
      Securities; provided, however, that if securities are being offered for the
      account of other persons or entities as well as the Company, such reduction
      shall not represent a greater fraction of the number of Remaining Registrable
      securities intended to be offered by the Holders than the fraction of similar
      reductions imposed on such other persons or entities (other than the
      Company).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (e) Failure
      to File Registration Statement and Other Events.
      The
      Company and the Purchaser agree that the Holders will suffer damages if a
      Registration Statement is not filed on or prior to the Filing Date or any
      Additional Filing Date, as applicable, or after notice from the Holders, as
      set
      forth in Section 2(b) hereto or Section 2A(b) hereto, and, in each case, not
      declared effective by the Commission on or prior to the applicable Effectiveness
      Date and maintained in the manner contemplated herein during the applicable
      Effectiveness Period or if certain other events occur. The Company and the
      Holders further agree that it would not be feasible to ascertain the extent
      of
      such damages with precision. Accordingly, if (A) a Registration Statement is
      not
      filed on or prior to the Filing Date, any Additional Filing Date or after notice
      from the Holders, as set forth in Section 2(b) hereof or Section 2A(b) hereof,
      or (B)  a Registration Statement is not declared effective by the
      Commission on or prior to the applicable Effectiveness Date, or (C) the Company
      fails to file with the Commission a request for acceleration in accordance
      with
      Rule 461 promulgated under the Securities Act within three (3) Business Days
      of
      the date that the Company is notified (orally or in writing, whichever is
      earlier) by the Commission that a Registration Statement will not be “reviewed,”
or not subject to further review, or (D) any Registration Statement is filed
      with and declared effective by the Commission but thereafter ceases to be
      effective as to all Registrable Securities at any time prior to the expiration
      of the Effectiveness Period, without being succeeded immediately by a subsequent
      Registration Statement filed with and declared effective by the Commission,
      or
      (E) the Company has breached Section 3(n), or (F) trading in the Common Stock
      shall be suspended or if the Common Stock is no longer quoted on or is delisted
      from the OTC Bulletin Board (or other principal exchange on which the Common
      Stock is listed or traded) for any reason for more than three (3) Business
      Days
      in the aggregate (any such failure or breach being referred to as an
“Event,”
and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clause (C) the date on which such three (3) Business Day period
      is
      exceeded, or for purposes of clause (D) after more than fifteen (15) Business
      Days, or for purposes of clause (F) the date on which such three (3) Business
      Day period is exceeded, being referred to as “Event
      Date”),
      the
      Company shall pay an amount in cash as liquidated damages to each Holder equal
      to one percent (1%) of the amount of the Holder’s remaining initial investment
      in the Units for each calendar month or portion thereof thereafter from the
      Event Date until the applicable Event is cured; provided,
      however,
      that in
      no event shall the amount of liquidated damages payable at any time and from
      time to time to any Holder pursuant to this Section 8(e) exceed an aggregate
      of
      ten percent (10%) of the amount of the Holder’s remaining initial investment in
      the Units; and provided,
      further,
      that
      notwithstanding the foregoing, in the event the Commission does not permit
      all
      of the Registrable Securities to be included in a Registration Statement because
      of its application of Rule 415, no liquidated damages shall be payable pursuant
      to this Section by the Company with respect to any Registrable Securities that
      the Company was not permitted to include on such Registration Statement.
      Notwithstanding anything to the contrary in this paragraph (e), if (a) any
      of
      the Events described in clauses (A), (B), (C), (D) or (F) shall have occurred,
      (b) on or prior to the applicable Event Date, the Company shall have exercised
      its rights under Section 3(n) hereof and (c) the postponement or suspension
      permitted pursuant to such Section 3(n) shall remain effective as of such
      applicable Event Date, then the applicable Event Date shall be deemed instead
      to
      occur on the second Business Day following the termination of such postponement
      or suspension. Liquidated damages payable by the Company pursuant to this
      Section 8(e) shall be payable on the first (1st) Business Day of each thirty
      (30) day period following the Event Date. The parties agree that the liquidated
      damages set forth in this Section 8(e) shall be the exclusive remedy of the
      parties hereto with respect to the breaches by the Company of this Section
      8(e).

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of a majority of the Registrable
      Securities outstanding.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (g) Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy or facsimile at the address or number designated below (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The addresses
      for
      such communications shall be:

    
      	 	 
	
              If
                to the Company:

            	
              Southern
                Sauce Company, Inc.

              No.
                27,

              Wang
                Gang Road, Jin Nan (Shuang Gang)

              Development
                Area

              Tianjin,
                People’s Republic of China 300350

              Attention:
                Chen Wang 

              Tel.
                No.: 86-22-2858-8899

              Fax
                No.: 86-22-2859-0003

            
	 	 
	
              with
                copies (which copies

              shall
                not constitute notice)

              to:

            	
              Sichenzia
                Ross Friedman Ference LLP

              61
                Broadway, 32nd
                Floor

              New
                York, NY 10006

              Attention:
                Marc J. Ross, Esq.

              Tel.
                No.: (212) 930-9700

              Fax
                No.: (212) 930-9725

            
	 	 
	
              If
                to the Purchaser:

            	
              At
                the address of the Purchaser set forth on

              Schedule
                1
                to
                this Agreement

            
	 	 
	
              with
                copies (which copies

              shall
                not constitute notice)

              to:

            	
              John
                Hiebendahl

              Blue
                Ridge Investments, LLC

              214
                N. Tryon Street

              Charlotte,
                NC 28255

              Mailcode:
                NC1-027-14-01

            


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. The Purchaser may assign its rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (i) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person to
      whom all or a portion of the Preferred Stock, the Warrants or the Registrable
      Securities are transferred if: (i) the Holder agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment, (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned, (iii) following such transfer or assignment
      the further disposition of such securities by the transferee or assignees is
      restricted under the Securities Act and applicable state securities laws unless
      such securities are registered in a Registration Statement under this Agreement
      (in which case the Company shall be obligated to amend such Registration
      Statement to reflect such transfer or assignment) or are otherwise exempt from
      registration, (iv) at or before the time the Company receives the written notice
      contemplated by clause (ii) of this Section, the transferee or assignee agrees
      in writing with the Company to be bound by all of the provisions of this
      Agreement, and (v) such transfer shall have been made in accordance with the
      applicable requirements of the Purchase Agreement. The rights to assignment
      shall apply to the Holders (and to subsequent) successors and
      assigns.

     

    (j) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid binding obligation of the party executing (or
      on
      whose behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

     

    (k) Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be drafted. The
      Company and the Holders agree that venue for any dispute arising under this
      Agreement will lie exclusively in the state or federal courts located in New
      York County, New York, and the parties irrevocably waive any right to raise
      forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The Company and the
      Holders irrevocably consent to personal jurisdiction in the state and federal
      courts of the state of New York. The Company and the Holders consent to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      to
      such party at the address in effect for notices to it under this Agreement
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing in this Section 8(k) shall affect or limit any
      right
      to serve process in any other manner permitted by law. The Company and the
      Holders hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to this Agreement or the Purchase Agreement, shall
      be
      entitled to reimbursement for reasonable legal fees from the non-prevailing
      party. The parties hereby waive all rights to a trial by jury.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (l) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (m) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable in any respect, the remainder of the
      terms, provisions, covenants and restrictions set forth herein shall remain
      in
      full force and effect and shall in no way be affected, impaired or invalidated,
      and the parties hereto shall use their reasonable efforts to find and employ
      an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction. It is hereby
      stipulated and declared to be the intention of the parties that they would
      have
      executed the remaining terms, provisions, covenants and restrictions without
      including any of such that may be hereafter declared invalid, illegal, void
      or
      unenforceable.

     

    (n) Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (o) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    (p) Independent
      Nature of Purchaser.
      The
      Company acknowledges that the obligations of the Purchaser under the Transaction
      Documents are several and not joint with the obligations of any third party,
      and
      no Purchaser shall be responsible in any way for the performance of the
      obligations of any other party under the Transaction Documents. The Company
      acknowledges that the decision of the Purchaser to purchase Securities pursuant
      to the Purchase Agreement has been made by such Purchaser independently of
      any
      third party and independently of any information, materials, statements or
      opinions as to the business, affairs, operations, assets, properties,
      liabilities, results of operations, condition (financial or otherwise) or
      prospects of the Company or of its Subsidiaries which may have made or given
      by
      any third party or by any agent or employee of any third party, and no third
      party or any of its agents or employees shall have any liability to the
      Purchaser (or any other person) relating to or arising from any such
      information, materials, statements or opinions. The Company acknowledges that
      nothing contained herein, or in any Transaction Document, and no action taken
      by
      the Purchaser pursuant hereto or thereto (including, but not limited to, the
      (i)
      inclusion of the Purchaser in a Registration Statement and (ii) review by,
      and
      consent to, such Registration Statement by the Purchaser) shall be deemed to
      constitute the Purchaser as a partnership, an association, a joint venture
      or
      any other kind of entity, or create a presumption that the Purchaser and any
      third party are in any way acting in concert or as a group with respect to
      such
      obligations or the transactions contemplated by the Transaction Documents.
      The
      Company acknowledges that the Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this Agreement or out of the other Transaction Documents, and it shall
      not be necessary for any third party to be joined as an additional party in
      any
      proceeding for such purpose.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

    


    
      	
              SOUTHERN
                SAUCE COMPANY, INC.

            
	 	 	 
	
              By:
                

            	
              /s/
                Wang Chen

            
	 	
              Name:

            	
              Wang
                Chen

            
	 	
              Title:
                

            	
              Chief
                Executive Officer

            
	 	 	 
	
              THE
                PURCHASER:

            
	 
	
              BLUE
                RIDGE INVESTMENTS, LLC

            
	 
	
              By:
                

            	
              /s/
                John Hiebendahl

            
	 	
              Name:
                

            	
              John
                Hiebendahl

            
	 	
              Title:

            	
              Vice
                President

            


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    Plan
      of Distribution

     

    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resales by the broker-dealer
                for its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the selling security holders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any of these methods of sale;
                and

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities Act”), if available, rather than under this prospectus. The
      selling security holders have the sole and absolute discretion not to accept
      any
      purchase offer or make any sale of shares if they deem the purchase price to
      be
      unsatisfactory at any particular time.

     

    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

     

    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents and any profit
      on
      the resale of the shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

     

    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

     

    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

     

    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur.

     

    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      of
      Southern Sauce Company, Inc., a Florida corporation (the “Company”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      Registration Statement for the registration and resale of the Registrable
      Securities, in accordance with the terms of the Registration Rights Agreement,
      dated as of July 18, 2008 (the “Registration
      Rights Agreement”),
      among
      the Company and the Investors named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms used and not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

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

     

    QUESTIONNAIRE

     

    
      	1.	
              Name.

            


    

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

      
        

      

    

     

    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      

    

     

    
      	 	
              (c)

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

            


    

     

    
      
 

    
      	2.	
              Address
                for Notices to Selling
                Securityholder:

            


    

     

    
      	 
	 
	 
	
              Telephone:______________________________________________________________________________________________________________________

            
	
              Fax:______________________________________________________________________________________________________________________

            
	
              Contact Person:________________________________________________________________________________________________________________________

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Beneficial
                Ownership of Registrable
                Securities:

            


    

     

    Type
      and
      Principal Amount of Registrable Securities beneficially owned:

    
      	 
	 
	 


    

     

    
      	4.	
              Broker-Dealer
                Status:

            


    

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

    Yes o  No
o

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you may need to be
                identified as an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    Yes o  No
o

     

    
      	 	
              (c)

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

            


    

    Yes
o  No
o

     

    
      	 	
              Note:

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

            


    

     

    
      	
              5.

            	
              Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Securityholder.

            


    

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    Type
      and
      Amount of Other Securities beneficially owned by the Selling
      Securityholder:

    
      	 
	 


    

    
    

     

    
      	6.	
              Relationships
                with the Company:

            


    

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    State
      any
      exceptions here:

    
      	 
	 


    

     

    7. The
      Company has advised each Selling Stockholder that it may not use shares
      registered on the Registration Statement to cover short sales of Common Stock
      made prior to the date on which the Registration Statement is declared effective
      by the Commission, in accordance with 1997 Securities and Exchange Commission
      Manual of Publicly Available Telephone Interpretations Section A.65. If a
      Selling Stockholder uses the prospectus for any sale of the Common Stock, it
      will be subject to the prospectus delivery requirements of the Securities Act.
      The Selling Stockholders will be responsible to comply with the applicable
      provisions of the Securities Act and Exchange Act, and the rules and regulations
      thereunder promulgated, including, without limitation, Regulation M, as
      applicable to such Selling Stockholders in connection with resales of their
      respective shares under the Registration Statement.

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the Effective Date for the Registration Statement.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

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

    

      
        	
                Dated: _________________________

              	
                Beneficial Owner: ___________________ 

              


      

    

    


    
      	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

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

    


    Marc
      Ross, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd Floor

    New
      York, NY 10006

    Tel:
      (212) 930-9700

    Fax:
      (212) 930-9725


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Exhibit
      C

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    [TRANSFER
      AGENT]

    _____________________________

    _____________________________

    Attn:
      _________________

    


    Re: SOUTHERN
      SAUCE COMPANY, INC.

     

    Ladies
      and Gentlemen:

     

    We
      are
      counsel to SOUTHERN
      SAUCE COMPANY, INC.,
      a
      Florida corporation (the “Company”). The Company entered into a Registration
      Rights Agreement, dated July 18, 2008 (the “Registration Rights Agreement”),
      with Blue Ridge Investments, LLC (collectively, the “Stockholders”), pursuant to
      which the Company agreed, among other things, to register the Registrable
      Securities (as defined in the Registration Rights Agreement), under the
      Securities Act of 1933, as amended (the “1933 Act”). In connection with the
      Company’s obligations under the Registration Rights Agreement, on
      ________________, 2008, the Company filed a Registration Statement on Form
      S-1
      (File No. 333-________) (the “Registration Statement”) with the Securities and
      Exchange Commission (the “SEC”) relating to the resale of the Registrable
      Securities which names each of the Stockholders as a selling stockholder
      thereunder.

    


    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER TIME OF
      EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
      telephonic inquiry of a member of the SEC’s staff, that any stop order
      suspending its effectiveness has been issued or that any proceedings for that
      purpose are pending before, or threatened by, the SEC and accordingly, the
      Registrable Securities are available for resale under the 1933 Act pursuant
      to
      the Registration Statement.

     

    
      	
              Very
                truly yours,

            
	 
	
              [COUNSEL]

            
	 
	
              By:

            	 


    

    


    cc: [STOCKHOLDERS]

    


    
      
        
        

      

      
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