f8k021209ex4ii_confederate.htm


    Exhibit 4.2

    
 

    REGISTRATION
RIGHTS AGREEMENT

    


    This
Securities Purchase Agreement (this “Agreement”) is dated
as of February 12, 2009 between Confederate Motors, Inc., a Delaware corporation
(f/k/a French Peak Resources Inc., the “Company”), and each
purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and
collectively the “Purchasers”).

    


    RECITALS:

    


    WHEREAS,
in connection with the Purchase Agreement by and among the parties hereto of
even date herewith (the “Purchase Agreement”),
the Company has agreed, upon the terms and subject to the conditions set forth
in the Purchase Agreement, to issue and sell to each Purchaser shares of the
Company’s common stock, $0.001 par value per share (the “Common
Stock”);

    


    WHEREAS,
to induce the Purchasers to execute and deliver the Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws;

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each of the Purchasers hereby
agree as follows:

    


    ARTICLE
I.

    DEFINITIONS

    


    1.1    Definitions.  Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:

    


    “Additional Effective
Date” means each date any Additional Registration Statement is declared
effective by the Commission.

    


    “Additional Effectiveness
Deadline” means the earlier of the date which is (i) in the event
that such Additional Registration Statement is not subject to a review by the
Commission, one hundred twenty (120) calendar days after such Additional
Filing Date or (ii) in the event that such Additional Registration
Statement is subject to a review by the Commission, one-hundred and fifty
(150) calendar days after such Additional Filing Date.

    


     

    “Additional Filing
Date” means the date on which any Additional Registration Statement is
filed with the Commission.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Additional Filing
Deadline” means if Cutback Shares are required to be included in any
Additional Registration Statement, the date that is the later of (i) the
date ninety (90) days after the date substantially all of the Registrable
Securities registered under the immediately preceding Registration Statement are
sold and (ii) the date six (6) months from the Initial Effective Date
or the immediately preceding Additional Effective Date, as applicable, or, if
earlier than the date determined pursuant to clauses (i) or
(ii) above, ninety (90) days from the date the Commission first
expressly permits the Company to file the Additional Registration Statement for
the applicable Cutback Securities.  If an Additional Filing Deadline
would otherwise occur during an Allowable Grace Period, it shall be extended to
the first Trading Day after the end of that Allowable Grace Period.

    


    “Additional Registrable
Securities” means (i) any Cutback Shares not previously included on
a Registration Statement and (ii) any capital stock of the Company issued
or issuable with respect to securities that are then Registrable Securities, as
a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise.

    


    “Additional Registration
Statement” means a registration statement or registration statements of
the Company filed under the Securities Act covering any Additional Registrable
Securities.

    


    “Additional Required
Registration Amount” means any Cutback Shares not previously included on
a Registration Statement, all subject to adjustment as provided in
Section 2(f).

    


    “Agent Warrants” means
the warrant issued to CalibraX Capital Advisors, LLC as placement agent or other
registered broker-dealers with respect to Common Stock placed in connection with
the Offering.

    


    “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action
to close.

    


    “Closing Date” shall
have the meaning set forth in the Purchase Agreement.

    


    “Common Stock” shall
mean common stock, par value $0.001 per share, of the Company.

    


    “Cutback Shares” means
any of the Initial Required Registration Amount (without regard to clause (II)
in the definition thereof) of Registrable Securities not included in all
Registration Statements previously declared effective hereunder as a result of a
limitation on the maximum number of shares of Common Stock of the Company
permitted to be registered by the staff of the Commission pursuant to Rule
415.

    


    “Debentures” means the
5% Convertible Debentures of the Company.


    
      
         


      

      
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    “Effective Date” means
the Initial Effective Date and any Additional Effective Date, as
applicable.

    


    “Effectiveness
Deadline” means the Initial Effectiveness Deadline and any Additional
Effectiveness Deadline, as applicable.

     

    “Filing Date” means
the Initial Filing Date and any Additional Filing Date, as
applicable.

    


    “Filing Deadline”
means the Initial Filing Deadline and any Additional Filing Deadline, as
applicable.

    


    “Filing Requirement”
shall mean that the Company has filed all required reports under Section 13
or 15(d) of the Exchange Act during the preceding 12 months period, other than
Form 8-K reports.

    


    “Initial Effective
Date” means the date the Initial Registration Statement has been declared
effective by the Commission.

    


    “Initial Effectiveness
Deadline” means the earlier of the date which is (i) in the event
that the Initial Registration Statement is not subject to a review by the
Commission, one-hundred and twenty (120) calendar days after the Initial
Filing Deadline or (ii) in the event that the Initial Registration
Statement is subject to a review by the Commission, one-hundred and fifty
(150) calendar days after the Initial Filing Deadline.

    


    “Initial Filing Date”
means the date the Initial Registration Statement has been filed with the
Commission.

    


    “Initial Filing
Deadline” means the date that is 45 days after the Initial
Closing.

    


    “Initial Registrable
Securities” means (i) the shares of Common Stock sold under the
Purchase Agreement to Purchasers, (ii) the shares of Common Stock issued
upon conversion of the Debentures (but only to the extent that such conversion
occurs at the Initial Closing), (iii) shares of Common Stock underlying the
Agent Warrants, and (iv) any capital stock of the Company issued or
issuable with respect to the Common Stock referred to in clauses (i), (ii), or
(iii) of this definition (to the extent that such shares of Common Stock are
then Registrable Securities).

    


    “Initial Registration
Statement” means a registration statement or registration statements of
the Company filed under the Securities Act covering the Initial Registrable
Securities.

    


    “Initial Required
Registration Amount” means the lesser of (I) the sum, without
duplication, of (a), (b) and (c), where (a) is the number of shares of
Common Stock sold under the Purchase Agreement to Purchasers, (b) is the
number of shares of Common Stock issued upon conversion of the Debentures (to
the extent that such conversion occurs at the Initial Closing), and (c) is the
number of shares of Common Stock underlying the Agent Warrants, and (II) such
other amount as may be required by the


    
      
         


      

      
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    staff of
the Commission pursuant to Rule 415 with any cutback applied pro rata to all
holders of Registrable Securities.

    


    “Non-Affiliate”, as of
particular date, means a Person who is not then an "affiliate" of the Company,
as such term is used in Rule 144, and who has not been such an affiliate during
the then immediately preceding 90 days.

    


    “Purchaser” means a
Purchaser or any transferee or assignee thereof to whom a Purchaser assigns its
rights as a holder of Registrable Securities under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section
9.1 and any transferee or assignee thereof to whom a transferee or assignee
assigns its rights as a holder of Registrable Securities under this Agreement
and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9.1.  For purposes of this Agreement each holder of a
Debenture that converts into shares of Common Stock at the Initial Closing shall
be treated as a “Purchaser”.

    


    “register,” “registered,” and
“registration”
refer to a registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the Securities Act
and pursuant to Rule 415 and the declaration or ordering of effectiveness of
such Registration Statement(s) by the Commission.

    


    “Registration Period”
shall have the meaning ascribed to such term in Section 3.1(a).

    


    “Registrable
Securities” means the Initial Registrable Securities and the Additional
Registrable Securities; provided, however, that a Security shall cease to be a
Registrable Security upon the earliest to occur of the following: (i) a
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Registration Statement, (ii) such Security is sold pursuant
to Rule 144 under circumstances in which any legend borne by such Security
relating to restrictions on transferability thereof, under the Securities Act or
otherwise, is removed by the Company, (iii) such Security is eligible to be
sold pursuant to Rule 144 without condition or restriction, or (iv) such
Security shall cease to be outstanding.

    


    “Registration
Statement” means the Initial Registration Statement and any Additional
Registration Statement, as applicable.

    


    “Required Purchasers”
means Purchasers that hold at least 66.67% of the Registrable
Securities.

    


    “Rule 144” means Rule
144 promulgated under the Securities Act or any successor rule.

    


    “Rule 144 Period”
shall mean the period from the six-month anniversary of the Closing Date until
the one-year anniversary of the Closing Date.


    
      
         


      

      
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    “Rule 415” means Rule
415 promulgated under the Securities Act or any successor rule providing for
offering securities on a continuous or delayed basis.

    


    “Shares” means the
shares of Common Stock that are Initial Registrable Securities.

    


    


    ARTICLE
II.

    REGISTRATION

    


    2.1   Registration.

    


    (a)  Initial Mandatory
Registration. The Company shall prepare, and, as soon as practicable but
in no event later than the Initial Filing Deadline, file with the Commission the
Initial Registration Statement on Form S-3 covering the resale of at least the
number of shares of Common Stock equal to the Initial Required Registration
Amount determined as of date the Registration Statement is initially filed with
the Commission. In the event that Form S-3 is unavailable for such a
registration, the Company shall use such other form as is available for such a
registration on another form reasonably acceptable to the Required Purchasers,
subject to the provisions of Section 2(e). Form S-1 shall be treated as
reasonably acceptable to the Required Purchasers, subject to the provisions of
Section 2(e). The Initial Registration Statement prepared pursuant hereto shall
register for resale that number of shares of Common Stock equal to the Initial
Required Registration Amount determined as of the date such Initial Registration
Statement is initially filed with the Commission. The Initial Registration
Statement shall contain (except if otherwise directed by the Required
Purchasers) the “Plan
of Distribution” sections for the Purchasers in substantially the form
attached hereto as Exhibit B and any
information provided by the Purchasers in a completed selling stockholder
questionnaire in substantially the form attached hereto as Exhibit C. The
Company shall use its reasonable best efforts to have the Initial Registration
Statement declared effective by the Commission as soon as practicable, but in no
event later than the Initial Effectiveness Deadline. To the extent the staff of
the Commission requires that the number of Registrable Securities registered for
resale on the Initial Registration Statement be reduced, the Company shall
reduce the number of Registrable Securities so registered on such Registration
Statement to one-third (1/3) of the Company’s non-affiliate public float on
the Initial Closing Date (or such lesser number as required by the staff of the
Commission), and will file one or more Additional Registration Statements
covering the excess shares, as described in Section 2.1(b). By 9:30 a.m.
New York time on the Business Day following the Initial Effective Date, the
Company shall file with the Commission in accordance with Rule 424 under the
Securities Act the final prospectus to be used in connection with sales pursuant
to such Initial Registration Statement.

    


    (b)  Additional Mandatory
Registrations. The Company shall prepare, and, as soon as practicable but
in no event later than the Additional Filing Deadline, file with the Commission
a Registration Statement on Form S-3 covering the resale of all of the
Additional Registrable Securities not previously registered on a Registration
Statement hereunder. To the extent the staff of the Commission does not permit
the Additional


    
      
         


      

      
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    Required
Registration Amount to be registered on an Additional Registration Statement,
the Company shall file Additional Registration Statements successively trying to
register on each such Additional Registration Statement the maximum number of
remaining Additional Registrable Securities until the Additional Required
Registration Amount has been registered with the Commission. In the event that
Form S-3 is unavailable for such a registration, the Company shall use such
other form as is available for such a registration on a form reasonably
acceptable to the Required Purchasers, subject to the provisions of
Section 2(e). Form S-1 shall be treated as reasonably acceptable to the
Required Purchasers, subject to the provisions of Section 2(e). Each Additional
Registration Statement prepared pursuant hereto shall register for resale that
number of shares of Common Stock equal to the Additional Required Registration
Amount determined as of the date such Additional Registration Statement is
initially filed with the Commission (subject to reductions to the extent the
staff of the Commission requires that the number of Additional Registrable
Securities registered for resale on such Additional Registration Statement be
reduced).  Each Additional Registration Statement shall contain
(except if otherwise directed by the Required Purchasers) the “Plan of Distribution”
section in substantially the form attached hereto as Exhibit B. The
Company shall use its reasonable best efforts to have each Additional
Registration Statement declared effective by the Commission as soon as
practicable, but in no event later than the Additional Effectiveness Deadline
for such Additional Registration Statement. By 9:30 am on the Business Day
following the Additional Effective Date for each Additional Registration
Statement, the Company shall file with the Commission in accordance with Rule
424 under the Securities Act the final prospectus to be used in connection with
sales pursuant to such Additional Registration Statement.

    


    (c)  Allocation of Registrable
Securities. The initial number of Registrable Securities included in any
Registration Statement and any increase or decrease in the number of Registrable
Securities included therein shall be allocated pro rata among the Purchasers
based on the number of Registrable Securities held by each Purchaser at the time
the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the
Commission. In the event that an Purchaser sells or otherwise transfers any of
such Purchaser’s Registrable Securities, each transferee shall be allocated a
pro rata portion of the then remaining number of Registrable Securities included
in such Registration Statement for such transferor. Any shares of Common Stock
included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Purchasers, pro rata based on the
number of Registrable Securities then held by such Purchasers which are covered
by such Registration Statement.  In no event shall the Company include
any securities other than Registrable Securities on any Registration Statement
without the prior written consent of the Required Purchasers.

    


    (d)  Legal Counsel.
Subject to Section 5 hereof, the Required Purchasers shall have the right
to designate one legal counsel to review and oversee any registration pursuant
to this Section 2.1 (“Legal Counsel”), by
giving written notice of such designation to the Company.  The Company
and Legal Counsel shall reasonably cooperate with each other


    
      
         


      

      
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    in
performing the Company’s obligations under this Agreement.

    


    (e)  Ineligibility for Form
S-3. In the event that Form S-3 is not available for the registration of
the resale of Registrable Securities hereunder, the Company shall
(i) register the resale of the Registrable Securities on a form reasonably
acceptable to the Required Purchasers (it being understood that Form S-1 shall
be treated as reasonably acceptable) and (ii) undertake to register the
Registrable Securities on Form S-3 as soon as the use of such form for such
purpose is permitted, provided that the Company shall maintain the effectiveness
of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared
effective by the Commission. Notwithstanding any provision to the contrary
herein, the Company shall have no obligation to register any securities on any
form (or file or maintain the effectiveness of any registration statement) after
the end of the Registration Period, as defined in Section 3.1(a).

    


    (f)  Sufficient Number of Shares
Registered. In the event the number of shares available under a
Registration Statement filed pursuant to Section 2.1(a) or 2.1(b) is
insufficient to cover all of the Registrable Securities required to be covered
by such Registration Statement or an Purchaser’s allocated portion of the
Registrable Securities pursuant to Section 2.1(c), the Company shall, if
the Registration Statement has not been declared effective, amend the applicable
Registration Statement, or, in all other cases, file a new Registration
Statement (on the short form available therefor, if applicable), so as to cover
at least the Initial Required Registration Amount or the Additional Required
Registration Amount, as applicable to the applicable Registration Statement, as
of the Trading Day immediately preceding the date of the filing of such
amendment or new Registration Statement, in each case, as soon as practicable,
but in any event not later than thirty (30) days after the necessity
therefor arises. The Company shall use its reasonable best efforts to cause such
amendment or new Registration Statement to become effective as soon as
practicable following the filing thereof. For purposes of the foregoing
provision, the number of shares available under a Registration Statement shall
be treated as “insufficient to cover all of the Registrable Securities” if at
any time the number of shares of Common Stock available for resale under the
Registration Statement is (A) less than the product determined by multiplying
(i) the Initial Required Registration Amount or Additional Required
Registration Amount, as applicable to the applicable Registration Statement, as
of such time by (ii) 0.90.  For greater certainty, the number of
shares available under a Registration Statement shall not be treated as
“insufficient to cover all of the Registrable Securities” to the extent that the
staff of the Commission requires that the number of Registrable Securities
registered for resale on such Registration Statement be equal or less to such
number.

    


    (g)  Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration Statement. If
(i) a Registration Statement covering all of the Registrable Securities
required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the Commission on or before the
respective Filing Deadline (a “Filing Failure”) or
(B) not declared effective by the Commission on or before the respective
Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on
any


    
      
         


      

      
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    day
during the Registration Period sales of all of the Registrable Securities
required to be covered by such Registration Statement cannot be made (other than
during an Allowable Grace Period (as defined in Section 3.1(r)) pursuant to
such Registration Statement or otherwise (including, without limitation, because
of a failure to keep such Registration Statement effective, to disclose such
information as is necessary for sales to be made pursuant to such Registration
Statement or to register a sufficient number of shares of Common Stock or to
maintain the listing of the shares of Common Stock) (a “Maintenance Failure”)
then, as liquidated damages (which remedy shall not be exclusive of any other
remedies available in equity), the Company shall pay to each Purchaser whose
Shares are required to be included in such Registration Statement an amount in
cash equal to one percent (1.0%) of the aggregate Purchase Price (as such
term is defined in the Purchase Agreement) of such Purchaser’s Registrable
Securities included in such Registration Statement on the day of the respective
Filing Failure, Effectiveness Failure or Maintenance Failure for the first
thirty (30) days during which such Filing Failure, Effectiveness Failure or
Maintenance Failure continues (pro rated for any period totaling less than
thirty (30) days), and thereafter one percent (1.0%) of the aggregate
Purchase Price (as such term is defined in the Purchase Agreement) of such
Purchaser’s Registrable Securities included in such Registration Statement for
each ensuing thirty (30) day period during which such Filing Failure,
Effectiveness Failure or Maintenance Failure continues (pro rated for any period
totaling less than thirty (30) days), subject to a maximum penalty of ten
percent (10%) of the aggregate Purchase Price (as such term is defined in
the Purchase Agreement) paid by such Purchaser pursuant to the Purchase
Agreement for all Registration Delay Payments (as defined below) payable to an
Purchaser under this Agreement. The payments to which an Purchaser shall be
entitled pursuant to this Section 2.1(f) are referred to herein as
“Registration Delay Payments.” Registration Delay Payments shall be paid by the
tenth day following the calendar month during which such Registration Delay
Payments are incurred. In the event the Company fails to make Registration Delay
Payments in a timely manner, such Registration Delay Payments shall bear
interest at the rate of one percent (1.0%) per month (prorated for partial
months) until paid in full.

     

    (h)  Effect
of Failure to Timely File Required Reports. If at any time
prior to the date on which the Purchasers shall have sold all of the Registrable
Securities (a) the Company does not meet the Filing Requirement as of the
determination date and (b) all of such Purchaser’s Registrable Securities are
not registered pursuant to an effective Registration Statement, it shall pay to
each Purchaser an amount in cash equal to one percent (1.0%) of the
aggregate Purchase Price (as such term is defined in the Purchase Agreement) of
such Purchaser’s Registrable Securities on the date of such failure for the
first thirty (30) days during which such failure continues (prorated for
any period totaling less than thirty (30) days) and thereafter an
additional (1.0%) of the aggregate Purchase Price (as such term is defined
in the Purchase Agreement) of such Purchaser’s Registrable Securities for each
ensuing thirty (30) day period (prorated for any period totaling less than
thirty (30) days) until the date that Purchasers that are then
Non-Affiliates may sell all of their Registrable Securities without volume or
holding period restrictions pursuant to Rule 144.


    
      
         


      

      
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    (i)  Neither
the Company nor any Subsidiary (as defined in the Purchase Agreement) nor
affiliate thereof shall identify any Purchaser as an underwriter in any public
disclosure or filing with the Commission or any Trading Market without the prior
written consent of such Purchaser and any Purchaser being deemed an underwriter
by the Commission shall not relieve the Company of any obligations it has under
this Agreement or any other Transaction Document provided, however, that the
foregoing shall not prohibit the Company from including the disclosure found in
the “Plan of Distribution” section attached hereto as Exhibit B in the
Registration Statement.

    


    ARTICLE
III.

    RELATED
COMPANY OBLIGATIONS

    


    3.1.
   Related
Obligations.  At such time as the Company is obligated to file
a Registration Statement with the Commission pursuant to Sections 2.1(a),
(b), (e) or (f), the Company will use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:

    


    


    (a)  The
Company shall submit to the Commission, within three (3) Business Days
after the Company learns that no review of a particular Registration Statement
will be made by the staff of the Commission or that the staff has no further
comments on a particular Registration Statement, as the case may be, a request
for acceleration of effectiveness of such Registration Statement to a time and
date not later than 48 hours after the submission of such request. The Company
shall keep each Registration Statement effective pursuant to Rule 415 at all
times until the earlier of (i) two years after the last Closing Date under the
Purchase Agreement; (ii) the date that Purchasers that are then Non-Affiliates
may sell all of their Registrable Securities covered by such Registration
Statement without volume or holding period restrictions pursuant to Rule 144 (or
if a holding period restriction then applies, enough time has passed since the
Closing to satisfy such holding period restriction), (iii) the date on
which the Purchasers shall have sold all of the Registrable Securities covered
by such Registration Statement, or (iv) the date when the securities
covered by the Registration Statement are no longer Registrable Securities as
defined herein (the “Registration
Period”). The Company shall ensure that each Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading.

    


    (b)  The
Company shall prepare and file with the Commission such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of
the Securities


    
      
         


      

      
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    Act with
respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
Registration Statement. In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3.1(b)) by reason of the Company filing
a report on Form 10-Q, Form 10-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have
incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the Commission
within two Trading Days after the Exchange Act report is filed which created the
requirement for the Company to amend or supplement such Registration
Statement.

    


    (c)  The
Company shall (A) permit Legal Counsel to review and comment upon (i) a
Registration Statement at least five (5) Business Days prior to its filing
with the Commission and (ii) all amendments and supplements to all
Registration Statements (except for any reports filed under the Exchange Act
which may be deemed to supplement or amend the Registration Statement, so long
as such report was not filed solely for such purpose) within a reasonable number
of days prior to their filing with the Commission, and (B) not file any
Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably and timely objects.  The Company shall
furnish to Legal Counsel, without charge, (i) copies of any correspondence
from the Commission or the staff of the Commission to the Company or its
representatives relating to any Registration Statement, (ii) promptly after
the same is prepared and filed with the Commission, one copy of any Registration
Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an
Purchaser, and all exhibits (unless such Registration Statement is available on
EDGAR) and (iii) upon the effectiveness of any Registration Statement, one
copy of the prospectus included in such Registration Statement and all
amendments and supplements thereto (unless such Registration Statement is
available on EDGAR). The Company shall reasonably cooperate with Legal Counsel
in performing the Company’s obligations pursuant to this
Section 3.1.

    


    (d)  The
Company shall furnish each Purchaser whose Registrable Securities are included
in any Registration Statement, without charge, (i) promptly after the same
is prepared and filed with the Commission, at least one copy of such
Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if
requested by an Purchaser, all exhibits and each preliminary prospectus (unless
such Registration Statement is available on EDGAR), (ii) upon the
effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and
supplements thereto (unless such amendments and supplements are available on
EDGAR) and (iii) such other documents, including copies of the foregoing
(regardless of whether such documents are available upon EDGAR) and any
preliminary or final prospectus, as such Purchaser may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by such Purchaser.


    
      
         


      

      
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    (e)  The
Company shall use its reasonable best efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale by
Purchasers of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of all applicable jurisdictions
in the United States, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be reasonably necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions during the
Registration Period; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.1(e),
(y) subject itself to general taxation in any such jurisdiction, or
(z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify Legal Counsel and each Purchaser who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of notice of the initiation or
threatening of any proceeding for such purpose.

    


    (f)  The
Company shall notify Legal Counsel and each Purchaser in writing of the
happening of any event, as promptly as practicable after becoming aware of such
event, as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and, subject to Section 3.1(r), promptly
prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and deliver ten (10) copies of such
supplement or amendment to Legal Counsel and each Purchaser (or such other
number of copies as Legal Counsel or such Purchaser may reasonably request)
(unless such supplements or amendments are available on EDGAR). The Company
shall also promptly notify Legal Counsel and each Purchaser in writing
(i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Purchaser by
facsimile no later than the next Business Day of such effectiveness and by
overnight mail), (ii) of any request by the Commission for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be
appropriate.

    


    (g)  The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or
the suspension


    
      
         


      

      
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    of the
qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such
order or suspension at the earliest possible moment and to notify Legal Counsel
and each Purchaser who holds Registrable Securities being sold of the issuance
of such order and the resolution thereof or its receipt of notice of the
initiation or threat of any proceeding for such purpose.

    


    (h)  If
any Purchaser is deemed to be, alleged to be or reasonably believes it may be
deemed or alleged to be, an underwriter or is required under applicable
securities law to be described in the Registration Statement as an underwriter
of Registrable Securities, at the reasonable request of such Purchaser, the
Company shall furnish to such Purchaser, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an
Purchaser may reasonably request (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the applicable Purchasers, and
(ii) an opinion, dated as of such date, of counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the
applicable Purchasers.

    


    (i)  If
any Purchaser is deemed to be, alleged to be or reasonably believes it may be
deemed or alleged to be, an underwriter or is required under applicable
securities law to be described in the Registration Statement as an underwriter
of Registrable Securities, upon the request of such Purchaser, the Company shall
make available for inspection by (i) such Purchaser, (ii) Legal
Counsel and (iii) one firm of accountants or other agents retained by the
Purchasers (collectively, the “Inspectors”), all
pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall
be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Purchaser shall hold (and
shall cause its other Inspectors to hold) in strict confidence and shall not
(and shall cause its other Inspectors not to) make any disclosure (except to the
other Inspectors) or use of any Record or other confidential information
regarding the Company, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the Securities Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to
the public other than by disclosure in violation of this or any other
Transaction Document. Each Purchaser agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed
confidential. Nothing herein (or in any other confidentiality agreement between
the Company and any Purchaser) shall be deemed to limit the Purchasers’ ability
to sell Registrable Securities in a manner which is otherwise consistent with
applicable laws and


    
      
         


      

      
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    regulations.

    


    (j)  The
Company shall hold in confidence and not make any disclosure of information
(other than information provided to the Company by an Purchaser pursuant to
Section 4.1(a)) concerning an Purchaser provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or
state securities laws or the rules of any exchange or other market in which the
Company’s securities are then traded, listed or quoted, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court
or governmental body of competent jurisdiction or (iv) such information has
been made generally available to the public other than by disclosure in
violation of this Agreement, any other agreement to which the Company is a
party, or, to the Company’s knowledge, any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning an
Purchaser is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to such
Purchaser and allow such Purchaser, at the Purchaser’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.

    


    (k)  The
Company shall use its reasonable best efforts to cause all of the
Registrable Securities covered by a Registration Statement to be listed on each
Trading Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3.1(k).

    


    (l)  The
Company shall cooperate with the Purchasers who hold Registrable Securities
being offered and, to the extent applicable, facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts, as the case
may be, as the Purchasers may reasonably request and registered in such names as
the Purchasers may request.

    


    (m)  If
requested by an Purchaser, the Company shall (i) as soon as practicable
incorporate in a prospectus supplement or post-effective amendment such
information as an Purchaser reasonably requests to be included in the Plan of
Distribution or Selling Stockholder sections relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) as
soon as practicable make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) as
soon as practicable, supplement or make amendments to any Registration Statement
if reasonably requested by an Purchaser holding any Registrable
Securities.

    


    (n)  The
Company shall use its reasonable best efforts to cause the Registrable
Securities


    
      
         


      

      
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    covered
by a Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities by the Purchasers.

    


    (o)  [intentionally
omitted]

    


    (p)  The
Company shall otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission in connection with any
registration hereunder.

    


    (q)  Within
five (5) Business Days after a Registration Statement which covers
Registrable Securities is ordered effective by the Commission, the Company shall
deliver to the Transfer Agent for such Registrable Securities (with copies to
the Purchasers 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
A.

    


    (r)  Notwithstanding
anything to the contrary herein, at any time after any Effective Date, the
Company may delay the disclosure of material, non-public information concerning
the Company the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company, in the best interest of the
Company otherwise required or otherwise render the Registration Statement
unavailable for sales to be effected thereunder (a “Grace Period”);
provided, that the Company shall promptly (i) notify the Purchasers in
writing of the existence of material, non-public information giving rise to a
Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Purchasers) and the date
on which the Grace Period will begin on the first day that the effectiveness of
the Registration Statement is suspended, and (ii) notify the Purchasers in
writing of the date on which the Grace Period ends; and, provided further, that
no Grace Period shall exceed twenty-five (25) consecutive days and during
any three hundred sixty five (365) day period such Grace Periods shall not
exceed an aggregate of sixty (60) days and the first day of any Grace
Period must be at least five (5) Trading Days after the last day of any
prior Grace Period (each, an “Allowable Grace Period”). For purposes of
determining the length of a Grace Period above, the Grace Period shall begin on
and include the date the Purchasers receive the notice referred to in clause
(i) and shall end on and include the later of the date the Purchasers
receive the notice referred to in clause (ii) and the date referred to in
such notice. The provisions of Section 3.1(g) hereof shall not be
applicable during the period of any Allowable Grace Period. Upon expiration of
the Grace Period, the Company shall again be bound by the first sentence of
Section 3.1(f) with respect to the information giving rise thereto unless
such material, non-public information is no longer applicable. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of an Purchaser in accordance
with the terms of the Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Purchaser has entered into a
contract for sale, and delivered a copy of the prospectus included as part of
the applicable Registration Statement (unless an exemption from such prospectus
delivery requirement


    
      
         


      

      
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    exists),
prior to the Purchaser’s receipt of the notice of a Grace Period and for which
the Purchaser has not yet settled.

    


     

    (s)  If
NASDR Rule 2710 requires any broker-dealer to make a filing prior to executing a
sale by a Purchaser, the Company shall (i) make an Issuer Filing with the
NASDR, Inc. Corporate Financing Department pursuant to proposed NASDR Rule
2710(b)(10)(A)(i), (ii) respond within five Trading Days to any comments
received from NASDR in connection therewith, and (iii) pay the filing fee
required in connection therewith.

    


    ARTICLE
IV

    PURCHASER
OBLIGATIONS

    


    4.1  Obligations of the
Purchasers.

    


    (a)  At
least five (5) Business Days prior to the first anticipated filing date of
a Registration Statement, the Company shall send each Purchaser a selling
stockholder questionnaire in substantially the form attached hereto as Exhibit C. It shall
be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Purchaser that such Purchaser shall furnish to the
Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of the Registrable Securities held by it
as shall be reasonably required to effect and maintain the effectiveness of the
registration of such Registrable Securities within five (5) Business Days
and such Purchaser shall execute such documents in connection with such
registration as the Company may reasonably request.

    


    (b)  Each
Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees
to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder, unless such Purchaser has notified the Company in writing of such
Purchaser’s election to exclude all of such Purchaser’s Registrable Securities
from such Registration Statement.

    


    (c) Each
Purchaser agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1(g) or the first
sentence of Section 3.1(f), such Purchaser will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Purchaser’s receipt of the
copies of the supplemented or amended prospectus contemplated by
Section 3.1(g) or the first sentence of Section 3.1(f) or receipt of
notice that no supplement or amendment is required. Notwithstanding anything to
the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Purchaser in accordance with the
terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Purchaser has entered into a contract for
sale prior to the Purchaser’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3.1(g) or the first
sentence of Section 3.1(f) and for which the Purchaser has not yet
settled.


    
      
         


      

      
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    (d)  Each
Purchaser covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration
Statement.

    


     

    ARTICLE
V

    EXPENSES
OF REGISTRATION

    


     

    5.1. Expenses of
Registration. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a 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 of the Company’s counsel and auditors) (A)
with respect to filings made with the Commission, (B) with respect to filings
required to be made with any Trading Market on which the Common Stock is then
listed for trading, (C) in compliance with applicable state securities or Blue
Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if
not previously paid by the Company in connection with an issuer filing, with
respect to any filing that may be required to be made by any broker through
which a Purchaser intends to make sales of Registrable Securities with the FINRA
pursuant to NASD Rule 2710, so long as the broker is receiving no more than a
customary brokerage commission in connection with such sale, (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (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. 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 and the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder. In no
event shall the Company be responsible for any broker or similar commissions of
any Purchaser or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Purchasers.

    


    ARTICLE
VI

    INDEMNIFICATION

    


    6.1. Indemnification.  In
the event any Registrable Securities are included in a Registration Statement
under this Agreement:

    


    (a)  To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Purchaser, the directors, officers,
members,


    
      
         


      

      
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    partners,
employees, agents, representatives of, and each Person, if any, who controls any
Purchaser within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the Commission, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of
a material fact in a Registration Statement or any post-effective amendment
thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the
Commission) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement or
(iv) any breach by the Company of a representation, warranty or covenant
contained in this Agreement (the matters in the foregoing clauses
(i) through (iv) being, collectively, “Violations”). Subject to
Section 6.1(d), the Company shall reimburse the Indemnified Persons,
promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim.

    


    (b)  Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in Section 6.1(a): (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs
(A) in reliance upon and in conformity with information furnished in
writing to the Company by such Indemnified Person expressly for use in
connection with the preparation of the Registration Statement (including any
amendment thereto, any related prospectus, or any prospectus supplement) (which
information provided by the Purchasers includes Exhibits B and C to this
Agreement), (B) failure by the Purchaser to comply with prospectus delivery
requirements, if such prospectus, or any such amendment thereof or supplement
thereto, was timely made available by the Company pursuant to
Section 3.1(d), or (C) the use by such Purchaser of an outdated or
defective prospectus after the Company has notified such Purchaser in writing
that the prospectus is outdated or defective and prior to the


    
      
         


      

      
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    receipt
by such Purchaser of an amended or supplemented prospectus, and (ii) shall
not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld or delayed. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Purchasers pursuant to Section 9.1.

    


    (c)  In
connection with any Registration Statement in which an Purchaser is
participating, each such Purchaser agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6.1(a), the Company, each of its directors, each
of its officers who signs the Registration Statement and each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the Securities Act, the
Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to
the extent, that such Violation arises from the circumstances described in
clauses (A) through (C) of Section 6.1(b) above; and, subject to
Section 6.1(d), such Purchaser shall reimburse the Indemnified Party,
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by it in connection with
investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6.1(c) and the agreement with respect
to contribution contained in Section 7.1 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such Purchaser, which consent shall not be unreasonably withheld or
delayed; provided, further, however, that the Purchaser shall be liable under
this Section 6.1(c) for only that amount of a Claim or Indemnified Damages
as does not exceed the net proceeds to such Purchaser as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Purchasers pursuant to Section 9.1.

    


    (d)  Promptly
after receipt by an Indemnified Person or Indemnified Party under this
Section 6.1 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6.1, deliver
to the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
reasonably satisfactory to the Indemnified Person or the Indemnified Party, who
shall not, except with the consent of the indemnifying party, be counsel to the
Indemnified Person or the Indemnified Party as the case may be; and after notice
from the indemnifying party of its election to assume the defense thereof, the
indemnifying party shall not be liable to the Indemnified Party or Indemnified
Person for any legal expenses of other counsel or other expenses incurred in
connection with the defense


    
      
         


      

      
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    thereof;
provided, however, that the
Indemnified Persons or Indemnified Parties shall have the right to retain their
own counsel with the reasonable fees and expenses of not more than one counsel
for all Indemnified Persons or Indemnified Parties to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would likely represent a
conflict of interest that would legally preclude such representation. In the
case of an Indemnified Person, legal counsel referred to in the immediately
preceding sentence shall be selected by the Purchasers holding at least 80%
interest of the Registrable Securities included in the Registration Statement to
which the Claim relates. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or Claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
reasonably apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party or Indemnified
Person. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to
the Indemnified Person or Indemnified Party under this Section 6.1, except
to the extent that the indemnifying party is prejudiced in its ability to defend
such action.

    


    (e) The
indemnification required by this Section 6.1 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Damages are
incurred.

    


    (f)  The
indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


    
      
         


      

      
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    ARTICLE
VII

    CONTRIBUTION

    


    7.1. Contribution.  To
the extent any indemnification by an indemnifying party is prohibited or limited
by law, the indemnifying party agrees, in lieu of providing such
indemnification, to contribute to the amount paid or payable by such Indemnified
Party or Indemnifying Person as a result of such Claims or Indemnified Damages,
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Purchasers, on the other hand, in connection
with the statements or omissions which resulted in such Claims or Indemnified
Damages, as well as any other relevant equitable considerations; provided, however, that
(i) no Person involved in the sale of Registrable Securities which is
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) in connection with such sale shall be entitled to
contribution from any Person who was not guilty of fraudulent misrepresentation
and (ii) contribution by any seller of Registrable Securities shall be
limited in amount of net proceeds received by such seller from the sale of such
Registrable Securities subject to the Claim. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, on the one hand,
or the Purchasers, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 7.1 were determined
by pro rata allocation (even if the Purchasers were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7.1. The
amount paid or payable by an Indemnified Party or Indemnified Person as a result
of the Claims or Indemnified Damages referred to above in this Section 7.1 shall
be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim. The Purchasers’ obligations in this Section 7.1 to contribute are
several in proportion to their respective underwriting obligations and not
joint.

    


    ARTICLE
VIII

    REPORTING
REQUIREMENTS

    


    8.1. Reports Under the Exchange
Act.  With a view to making available to the Purchasers the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may at any time permit the Purchasers
to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees to, during the two years after the last Closing Date:
(i)  make and keep public information available, as those terms are
understood and defined in Rule 144; (ii)  file with the Commission in
a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act so long as the Company remains subject
to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and (iii) furnish to each
Purchaser


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    that then
owns Registrable Securities, promptly upon request (a) a written statement
by the Company, if true, that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (b) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company and (c) such other information as may be
reasonably requested to permit the Purchasers to sell such securities pursuant
to Rule 144 without registration.

    


    ARTICLE
IX

    MISCELLANEOUS

    


    9.1. Assignment of Registration
Rights.  The rights under this Agreement shall be automatically
assignable by the Purchasers to any transferee of all or any portion of such
Purchaser’s Registrable Securities if: (i) the Purchaser agrees in writing
with the transferee or assignee to assign such rights and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee and (b) the securities with respect
to which such registration rights are being transferred or assigned;
(iii) immediately following such transfer or assignment the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act or applicable state securities laws; (iv) at or before
the time the Company receives the written notice contemplated by clause
(ii) of this sentence the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of
the Purchase Agreement.

    


    9.2. 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 Purchasers holding at
least 75% of the then outstanding Registrable Securities (including, for this
purpose any Registrable Securities issuable upon exercise or conversion of any
Agent Warrants). If a Registration Statement does not register all of the
Registrable Securities pursuant to a waiver or amendment done in compliance with
the previous sentence, then the number of Registrable Securities to be
registered for each Purchaser shall be reduced pro rata among all Purchasers and
each Purchaser shall have the right to designate which of its Registrable
Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Purchaser or
some Purchasers and that does not directly or indirectly affect the rights of
other Purchasers may be given by such Purchaser or Purchasers of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the first sentence of this Section 9.2.
Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver
thereof.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    9.3. Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the Purchase
Agreement.

    


    9.4. Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Purchaser. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of all of the
Purchasers of the then outstanding Registrable Securities. Each Purchaser may
assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.

    


    9.5 Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.

    


    9.6. Cumulative Remedies.
The remedies provided herein are cumulative and not exclusive of any other
remedies provided by law.

    


    9.7. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, 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 commercially 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.

    


     

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

    


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


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    arising
out of this Agreement, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such
purpose.

    


    9.10 Construction. The parties
agree that each of them and/or their respective counsel has reviewed and had an
opportunity to revise this Agreement and, therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any amendments hereto.  The words “include,” “includes,” and
“including” will be deemed to be followed by “without limitation.” The words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of
similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited.

    


     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGES FOLLOW]

    



    
      
         


      

      
        23

        
          

        

      

      
         


      

    


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

     

    CONFEDERATE
MOTORS, INC.

     

    By:__________________

     

    Name: Mr.
H. Matthew Chambers

     

    Title: CEO

    


    


    


    


    


    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGE FOR PURCHASERS FOLLOW]


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


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

     

    


    Name of
Purchaser:                                                                           

    


    Signature
of Authorized Signatory of Purchaser:

    


    Name of
Authorized
Signatory:                                                                           

    


    Title of
Authorized
Signatory:                                                                           

    


    


    [SIGNATURE
PAGES CONTINUE]

    



    
      
         


      

      
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    Exhibit
A

    


    American
Registrar & Transfer Co.

    342 East
900 South

    Salt Lake
City, UT 8411

    


    Re:
Confederate Motors, Inc.

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Securities Purchase Agreement (the ÒSecurities
Purchase AgreementÓ) entered into by and among Confederate Motors, Inc.,
a Delaware corporation (the ÒCompany,Ó Òwe,Ó or ÒusÓ), and the
purchasers named therein (collectively, the ÒPurchasersÓ)
pursuant to which the Company sold to the Purchasers shares (the “Shares”) of the Company’s common
stock, $0.001par value per share (the “Common
Stock”).  Pursuant
to the Securities Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Purchasers (the ÒRegistration
Rights AgreementÓ) 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 ÒSecurities
ActÓ).

    


    In
connection with the Company’s obligations under the Registration Rights
Agreement, on             ,
2008, the Company filed a Registration Statement on Form ____ (File
No. 333-            )
(the ÒRegistration
StatementÓ) with the Securities and Exchange Commission (the ÒCommissionÓ)
relating to the Registrable Securities which names each of the Purchasers as a
selling stockholder thereunder (the ÒSelling
ShareholdersÓ).

    


    In
connection with the foregoing, we advise you that a member of the Commission’s
staff has advised us by telephone that the Commission has entered an order
declaring the Registration Statement effective under the Securities Act at [TIME OF
EFFECTIVENESS] on [DATE OF
EFFECTIVENESS] and we have no
knowledge, after telephonic inquiry of a member of the Commission’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
Commission. Based on the foregoing, the Registrable Securities are available for
resale under the Securities Act pursuant to the Registration
Statement.

    


    Each
Selling Stockholder has agreed (i) pursuant to the Securities Purchase
Agreement, that the Shares may not be offered for sale, sold, assigned or
transferred except in compliance with the Securities Act and (ii) pursuant
to the Registration Rights Agreement, to comply with the prospectus delivery
requirements of the Securities Act applicable to such Selling Stockholder in
connection with sales of Shares pursuant to the Registration Statement or the
applicable requirements of any exemption from the Securities Act. In reliance
upon such representation, this letter shall serve as our standing instruction to
you that the Shares covered by the Registration Statement [optional (which are listed on
Exhibit ___ hereto] are freely transferable by the Holders pursuant to
the


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    Registration
Statement subject to any stock transfer instructions that we may issue to you
from time to time. You need not require further letters from us to effect any
future legend-free issuance or reissuance of such Shares, provided at the time
of such issuance or reissuance, the Company has not otherwise notified you that
the Registration Statement is unavailable for the resale of the Registrable
Securities.

     

     

    CONFEDERATE
MOTORS, INC.

     

    By:__________________

     

    Name: Mr.
H. Matthew Chambers

     

    Title: CEO


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


     

    


    Exhibit
B

    


    Plan of
Distribution

    


    Each
Selling Stockholder (the ÒSelling
StockholdersÓ) of the common stock and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on the [principal Trading Market] or any other stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. A
Selling Stockholder may use any one or more of the following methods when
selling 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 resale by the broker-dealer for its
      account;

            


    

    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              privately
      negotiated transactions;

            


    

    


    
      	
              ·  

            	
              settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

            


    

    


    
      	
              ·  

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

            


    

    


    
      	
              ·  

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

    


    
      	
              ·  

            	
              a
      combination of any such methods of sale;
or

            


    

    


    
      	
              ·  

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

    


    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    1933, as
amended (the ÒSecurities ActÓ), if available, rather than under this
prospectus.

    


    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with
FINRA NASD Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with NASD IM-2440.

    


    In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

    


    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be ÒunderwritersÓ within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such 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. Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).

    


    The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares. The Company has agreed to indemnify
the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

    


    Because
Selling Stockholders may be deemed to be ÒunderwritersÓ within the meaning
of


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    the
Securities Act, they will be subject to the prospectus delivery requirements of
the Securities Act including Rule 172 thereunder. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the
proposed sale of the resale shares by the Selling Stockholders.

    


    We agreed
to keep this prospectus effective until the earlier of (i) ____[insert date that is two
years after the last Closing Date under the Purchase
Agreement]   (ii) the date that Selling Shareholders (if they
are not affiliates of the Company and have not been such an affiliate during the
then immediately preceding 90 days) may sell all of their shares covered by this
prospectus without volume or holding period restrictions pursuant to Rule 144,
and (ii) the date on which the Selling Shareholders shall have sold all of
the shares covered by this prospectus. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

    


    Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).

    



    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    Exhibit
C

    


    Confederate
Motors, Inc.

    Selling
Securityholder Notice and Questionnaire

    


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

    


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

    


    NOTICE

    


    The
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.

    


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

    


    QUESTIONNAIRE

    


    1.           Name.                      

    


    (a)           Full
Legal Name of Selling Securityholder

    
 

    
 

    
 

    
 

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

    


    


    


    2.           Address
for Notices to Selling Securityholder:


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    


    


    


    Telephone:                                

    Fax:           

    Contact
Person:                                           

    


    


    


    3.           Broker-Dealer
Status:                                                      

    
 

               (a)           Are
you a
broker-dealer?                                                      

    
 

                          Yes
___                      No___

    
 

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

    
 

                          Yes
___                      No
___

    
 

               Note:                      If
“no” to Section 3(b), the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.

    


               (c)           Are
you an affiliate of a
broker-dealer?                                                                                     

    
 

                          Yes
___                      No
___

    
 

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

    
 

                          Yes
___                      No
___

    
 

               Note:                      If
“no” to Section 3(d), the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.

    
 

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

    
 

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

    
 


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


               (a)           Type
and Amount of other securities beneficially owned by the Selling
Securityholder:

    

 

    5.           Relationships
with the Company:

    
 

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

    
 

                          State
any exceptions here:

    
 

    


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

    


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

    


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

    


    Date:                        Beneficial
Owner:         

     

                                      

    


                     _____________________________

                                     By:                                 

                                     Name:                                 

                                     Title:                                 

     

     

     

     

     

     

    
 

    
      
         


      

      
        33

        
          

        

      

      
         


      

    


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

    


    H.
Matthew Chambers, Founder

    Confederate
Motors, Inc.

    2222 5th
Avenue South

    Birmingham,
Alabama 35233

    (205)
324-9888 - Phone

    (205)
324-8047 - Fax

    matt@confederate.com

    Attention:
H. Matthew Chambers, CEO

    


    


    
34