REGISTRATION
RIGHTS AGREEMENT

     

    This Registration Rights
Agreement (this "Agreement"),
dated as of November 22, 2010, by and between Alternate Energy Holdings, Inc., a
Nevada corporation (the "Company"),
and Centurion Private Equity, LLC, a limited liability company organized under
the laws of the state of Arizona (”Investor”
or the “Holder”).

     

    WHEREAS:

     

    A.   The
Company and the Investor have entered into that certain Investment Agreement,
dated as of the date hereof (the “Investment
Agreement”), pursuant to which the Company may issue, from time to time,
to the Investor up to an aggregate of $150,000,000
of newly issued shares of the Company’s common stock, $0.001 par value (“Common
Stock”), subject to the Individual Put Limit for each Put (as each such term is
defined in the Investment Agreement), as provided for
therein.

     

    B.   Pursuant to the
terms of, and in consideration for the Investor entering into, the Investment
Agreement, the Company has issued to the Investor the Commitment Shares and Fee
Shares (as each is defined in the Investment Agreement) in accordance with the
terms of the Investment Agreement.

     

    C.     Pursuant
to the terms of, and in consideration for the Investor entering into, the
Investment Agreement, and to induce the Investor to execute and deliver the
Investment Agreement, the Company has agreed to provide the Investor with
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the "1933
Act"), and applicable state securities laws with respect to the
Registrable Securities (as defined herein) as set forth herein.

     

    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 the Investor
hereby agree as follows:

     

    1.  DEFINITIONS.

     

    As used in this Agreement, the
following terms shall have the following meanings (each capitalized term not
otherwise defined herein shall have the meaning ascribed to it in the Investment
Agreement):

     

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

     

    “Additional
Registration Statement” shall have
the meaning ascribed to it in Section 3(c) below.

     

    “Additional
Registration Effectiveness Deadline” shall
have the meaning ascribed to it in Section 3(c)
below.

     

    
      
        
        

      

      
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    “Additional
Registration Filing Deadline” shall have the meaning ascribed to it in
Section 3(c) below.

     

    “Commission”
shall mean the Securities and Exchange Commission.

     

    “Commitment
Shares” shall
have the meaning ascribed to it in the Investment
Agreement.

     

    "Cutback
Shares" means any of the Registrable Securities not included in
any of the 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 SEC pursuant to Rule
415.

     

    “Effective
Date” shall mean the date that the initial Registration Statement is
first declared effective by the Commission.

     

    “Effectiveness
Deadline,” (a) with respect to the Initial Registration Statement, shall
mean the one hundred twentieth (120th)
calendar day after the date hereof (or the one hundred fiftieth (150th)
calendar day after the date hereof in the event that such Registration Statement
is subject to review by the SEC) and (b) with respect to any Additional
Registration Statements which may be required pursuant to Section 3(c), shall
mean the Additional Registration Effectiveness Deadline; provided, however, that
in the event the Company is notified by the Commission that one or more of the
above Registration Statements will not be reviewed or is no longer subject to
further review and comments, the Effectiveness Deadline as to such
Registration Statement shall be the fifth Trading Day following the date on
which the Company is so notified if such date precedes the dates otherwise
required above.

     

    “Exclusion
Period” shall
have the meaning set forth in Section 3(q) below.

     

    “Fee
Shares” shall
have the meaning ascribed to it in the Investment
Agreement.

     

    “Filing
Deadline” shall
mean the Initial Registration Filing Deadline, or any applicable Additional
Registration Filing Deadline.

     

    “FINRA”
shall mean the Financial Industry Regulatory Authority (f/k/a the National
Association of Securities Dealers, Inc.).

     

    “Holder”
shall mean the Holder of the Registrable Securities, which shall be Centurion
Private Equity, LLC or any permitted assignee
therefrom.

     

    “Initial
Registration Filing Deadline” shall mean, with respect to the Initial
Registration Statement required hereunder, the date that is ninety (90) calendar
days from the date of this Agreement.

     

    
      
        
        

      

      
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    “Initial
Registration Minimum” means a number of Registrable Securities equal to
the lesser of (i) the total number of Registrable Securities and (ii) the
maximum number of Registrable Securities which could be registered for resale by
the Company without causing the Commission to prohibit the Company from
conducting such offering in accordance with the provisions of Rule 415 as
advised by the staff of the Commission (the “Staff”)
in a written comment letter or otherwise (which number shall be no less than
one-third (1/3) of the number of issued and outstanding shares of Common Stock
that are held by non-affiliates of the Company on the day immediately prior to
the filing date of the Initial Registration Statement, unless the Staff
expressly requires otherwise).

     

    “Investment
Agreement” shall
have the meaning set forth in Recital “A” above.

     

    "Investor"
means Centurion Private Equity, LLC or any transferee or assignee thereof to
whom Centurion Private Equity, LLC (or a prior assignee thereof) assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section
10 hereof and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section
10.

     

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

     

    "Register,"
"Registered," and "Registration"
refer to a registration effected by preparing and filing a Registration
Statement or Statements in compliance with the 1933 Act and pursuant to Rule 415
under the 1933 Act or any successor rule providing for offering securities on a
continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such
Registration Statement by the United States Securities and Exchange Commission
(the "Commission").

     

    "Registrable
Securities," means (a) the Commitment Shares, (b) the Fee Shares, (c) any
shares of Common Stock issued or issuable as Put Shares (as defined in the
Investment Agreement), (d) any shares of capital stock issued or issuable as a
dividend on or in exchange for or otherwise with respect to any of the
foregoing, (e) any other shares of common stock issued or issuable to the
Investor pursuant to the terms of the Investment Agreement, this Registration
Rights Agreement or any other Transaction Document (as defined in the Investment
Agreement), (f) shares of capital stock of a successor entity into which the
shares of Common Stock are converted or exchanged and (g) any securities issued
or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the
foregoing.

     

    “Registration
Failure Liquidated Damages” shall
have the meaning set forth in Section 4 below.

     

    
      
        
        

      

      
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    “Registration
Period” shall have the meaning set forth in Section
3(a).

     

    “Registration
Shortfall” shall have the meaning set forth in Section 2(a)
below.

     

    "Registration
Statement(s)" means a registration statement(s) of the Company under the
1933 Act.

     

    “Registration
Supplement” shall have the meanings set forth in Sections 3(b) and 3(g)
below.

     

    “Registration
Supplement Deadline” shall have the meanings set forth in Section
3(g).

     

    “Registration
Trigger Date” shall have the meaning set forth in Section 3(c)
below.

     

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

     

    “SEC”
shall mean the Securities and Exchange Commission.

     

    “SEC
Guidance” means (i) the Securities Act, and (ii) any publicly-available
written or oral guidance, comments, requirements or requests of the Commission
staff.

     

    “SEC
Share Reduction” shall have the meaning ascribed to it in Section 2(b)
below.

     

    “SEC
Staff” shall mean the staff of the SEC.

     

    “Shares”
shall mean the Commitment Shares, the Fee Shares and the Put
Shares.

     

    “Securities”
shall mean the Common Stock of the Company issuable pursuant to the Investment
Agreement, including but not limited to the Commitment Shares, the Fee Shares
and the Put Shares.

     

    “Transaction
Documents” shall
have the meaning ascribed to it in the Investment
Agreement.

    


    2.  REGISTRATION.

     

     
a. MANDATORY REGISTRATION. Following the Investment Commitment Closing
pursuant to the Investment Agreement, the Company shall prepare, and, on or
prior to the Initial Registration Filing Deadline (as defined above) file with
the Commission a Registration Statement on Form S-1 (or, if Form S-1 is not then
available, on such form of Registration Statement as is then available to effect
a registration of the Registrable Securities, subject to the consent of the
Holder, which consent will not be unreasonably withheld)(the “Initial
Registration Statement”) covering the resale of the Registrable
Securities which Registration Statement, to the extent allowable under the 1933
Act and the rules and regulations promulgated thereunder (including Rule 416),
shall state that such Registration Statement also covers such indeterminate
number of additional shares of Common Stock as may become issuable to prevent
dilution resulting from stock splits, stock dividends or similar transactions
and shall contain a plan of distribution reasonably acceptable to the
Holder.  The number of shares of Common Stock initially included in
such Initial Registration Statement shall be no less than the Initial
Registration Minimum.  If any Registration Statement covers less than
the total number of Registrable Securities, a “Registration
Shortfall” shall be said to have occurred.

     

    
      
        
        

      

      
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    b.  SEC
SHARE REDUCTION. Notwithstanding the foregoing, if the Company is advised
by the staff of the Commission in a written comment letter or otherwise that the
Staff or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of
securities that does not permit such Registration Statement to become effective
and be used for resales by the Investor on a delayed or continuous basis under
Rule 415 at then-prevailing market prices (and not fixed prices)(or as
otherwise may be acceptable to the Investor), because of the number of shares
sought to be included in the Registration Statement, then the Company may reduce
(an “SEC
Share Reduction”) the number of shares covered by such
Registration Statement to the maximum number which would still enable the Staff
and the SEC to allow the Company to conduct such offering in accordance with the
provisions of Rule 415 and to permit such Registration Statement to become
effective and be used as aforesaid.  In the event of an SEC Share
Reduction, (i) the inclusion of the Commitment Shares and the Fee Shares in such
initial Registration Statement shall take precedence over any Put Shares and
shall not be cut back or removed from such Registration Statement until any Put
Shares are cut back and removed from such Registration Statement.

     

    c.  MISC.   The
Company shall, as early as practicable on the Trading Day after the effective
date of such Registration Statement, file a final Prospectus with the Commission
as required by Rule 424.  The Company acknowledges that the number of
shares initially included in each Registration Statement represents a good faith
estimate of the maximum number of Put Shares to be issued in addition to the
Commitment Shares and Fee Shares, and shall be amended if not
sufficient.  Each Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided to (and subject to the approval of) the Investor and its
counsel prior to its filing or other submission.

    


    d.  PIGGY-BACK
REGISTRATIONS.  If at any time prior to the expiration of the
Registration Period (as hereinafter defined) the Company shall determine to file
with the Commission a Registration Statement relating to an offering for its own
account or the account of others under the 1933 Act of any of its equity
securities (other than on Form S-4 or Form S-8 or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), the Company shall
send to Investor written notice of such determination and, if within fifteen
(15) days after the effective date of such notice, the Investor shall so
request in writing, the Company shall include in such Registration Statement all
or any part of the Registrable Securities which are not then registered for
resale pursuant to a current and effective Registration Statement, and which the
Investor requests to be registered, except that if, (i) inclusion of such
shares would result in the offering not being Rule 415 Eligible, or (ii) in
connection with any underwritten public offering for the account of the Company,
the managing underwriter(s) thereof shall impose a limitation on the number of
shares of Common Stock which may be included in the Registration Statement
because, in such underwriter(s)' judgment, marketing or other factors dictate
such limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such Registration Statement only such limited
portion of the Registrable Securities with respect to which the Investor has
requested inclusion hereunder (i) as would enable the offering to be Rule 415
Eligible or (ii) as the underwriter shall permit;

     

    
      
        
        

      

      
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    PROVIDED,
HOWEVER, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the
holders of which are not entitled by contract to inclusion of such securities in
such Registration Statement or are not entitled to pro rata inclusion with the
Registrable Securities; and

    


    PROVIDED,
FURTHER, HOWEVER, that, after giving effect to the immediately
preceding proviso, any exclusion of Registrable Securities shall be made pro
rata with holders of other securities having the contractual right to include
such securities in the Registration Statement other than holders of securities
entitled to inclusion of their securities in such Registration Statement by
reason of demand registration rights. No right to registration of Registrable
Securities under this Section 2(d) shall be construed to limit any registration
required under Sections 2(a) or 3 hereof.  If an offering in
connection with which the Investor is entitled to registration under this
Section 2(d) is an underwritten offering, then the Investor shall, unless
otherwise agreed by the Company, offer and sell such Registrable Securities in
an underwritten offering using the same underwriter or underwriters and,
subject to the provisions of this Agreement, on the same terms and conditions as
other shares of Common Stock included in such underwritten offering.
Notwithstanding anything to the contrary set forth herein, the registration
rights of the Investor pursuant to this Section 2(d) shall only be available in
the event the Company fails to timely file, obtain effectiveness or maintain
effectiveness of any Registration Statement to be filed pursuant to Section 2(a)
in accordance with the terms of this Agreement and shall terminate and be of no
further force and effect once the Company satisfies its obligations under this
Agreement.

    


    3.  OBLIGATIONS
OF THE COMPANY.  In connection with the registration of the
Registrable Securities, the Company shall have the following
obligations:

    


    a.  The Company shall
prepare promptly, and file with the Commission as soon as practicable after the
date of the Closing under the Investment Agreement (the "Closing
Date") (but no later than the Filing Deadline), Registration Statements
with respect to the number of Registrable Securities provided in Section 2(a),
and thereafter use its best efforts to cause each such Registration Statement
relating to Registrable Securities to become effective as soon as possible after
such filing, but in any event shall cause each such Registration Statement
relating to Registrable Securities to become effective no later than the
Effectiveness Deadline, and, subject to any Allowed Delay, the Company shall
keep the Registration Statement current and effective (and the prospectus
contained therein available for use) pursuant to Rule 415 for resales by the
Investor on a delayed or continuous basis at then-prevailing market prices (and
not fixed prices) at all times until such date as is the earlier of (i) the date
on which all of the Registrable Securities for such Registration Statement have
been sold and (ii) the date on which all of the Registrable Securities for such
Registration Statement (as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the
Company's transfer agent and the affected Holder) may be immediately sold to the
public without registration or restriction (including without limitation as to
volume by each holder thereof), pursuant to Rule 144 and without the
need for current public information as required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) (the "Registration
Period").  Notwithstanding anything to the contrary contained
in this Agreement, the Company shall ensure that, when filed and at all times
while effective, each Registration Statement (including, without limitation, all
amendments and supplements thereto) and the prospectus (including, without
limitation, all amendments and supplements thereto) used in connection with such
Registration Statement (1) 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 and
(2) will disclose (whether directly or through incorporation by reference
to other SEC filings to the extent permitted) all material information regarding
the Company and its securities.

     

    
      
        
        

      

      
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    b.  The Company shall prepare
and file with the Commission such amendments (including post-effective
amendments) and supplements (collectively, “Registration
Supplements”) to each Registration Statement and the prospectus
used in connection with the Registration Statements, which prospectus is to be
filed pursuant to Rule 424 promulgated under the Securities Act, as may be
necessary to keep the Registration Statements current and effective at all times
during the Registration Period and as required by applicable securities
regulations, and during such period, comply with the provisions of the 1933 Act
with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statements until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in the
Registration Statements. In the case of amendments and supplements to any
Registration Statement which are required to be filed pursuant to this Agreement
(including, without limitation, pursuant to this Section 3(b)) by reason of
the Company filing a report on Form 10-Q or Form 10-K or any analogous
report under the 1934 Act, the
Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the
requirement for the Company to amend or supplement such Registration Statement.
The Company consents to the use of the prospectus (including, without
limitation, any supplement thereto) included in each Registration Statement in
accordance with the provisions of the Securities Act and with the
securities or “blue sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the
Registrable Securities and for such period of time thereafter as such prospectus
(including, without limitation, any supplement thereto) (or in lieu thereof, the
notice referred to in Rule 173(a) under the Securities Act) is
required by the Securities Act to be delivered in connection with resales of
Registrable Securities.

     

    
      
        
        

      

      
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    c. In the
event that, whether due to a Registration Shortfall or an SEC Share Reduction or
otherwise, the Initial Registration Statement or any Additional Registration
does not initially cover, or at any time does not cover, the resale of all
Registrable Securities  (the date of each of which is referred to as a
“Registration
Trigger Date”), or in the event that on any Trading Day (as defined in
the Investment Agreement) (each such Trading Day is also referred to as
a  "Registration
Trigger Date") the number of shares available under a Registration
Statement filed pursuant to this Agreement is otherwise insufficient to cover
all of the Registrable Securities issued or issuable pursuant to the Transaction
Documents, the Company shall amend the Registration Statement, or file a new
Registration Statement (on the short form available therefore, if applicable),
or both (each, an “Additional
Registration Statement”), so as to cover at least 100% of the total
number of Registrable Securities so issued or issuable as of the Registration
Trigger Date (subject to an SEC Share Reduction, if applicable).  The
Company shall prepare and file each Additional Registration Statement as soon as
practicable following any Registration Trigger Date, but not later than the date
that is sixty (60) days following the applicable Registration Trigger Date (the
“Additional
Registration Filing Deadline”) until such time as all Registrable
Securities have been included in Registration Statements that have been declared
effective and the prospectus contained therein is available for use by the
Investor, provided that, if Cutback Shares are required to be included in the
Additional Registration Statement, the “Additional
Registration Filing Deadline” shall mean the later of (i) the date
that is sixty (60) days after the date substantially all (as such term is then
interpreted by the Commission) of the Registrable Securities registered under
the immediately preceding Registration Statement are sold and (ii) the date that
is six (6) months following the date of effectiveness of the most recently
effective Registration Statement or Additional Registration Statement filed
hereunder.  The Company shall use its best efforts to cause such
amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof, but in any event the Company shall
cause such amendment and/or new Registration Statement to become effective by
the 90th calendar day following the date on which an additional Registration
Statement is required to be filed hereunder (or the 120th calendar day after
such date in the event that such Registration Statement is subject to review by
the SEC) (the “Additional
Registration Effectiveness Deadline”)
or as promptly as practicable in the event the Company is required to increase
its authorized shares.

    


    d.  The Company shall furnish
to the Investor and its legal counsel (i) promptly after the same is prepared
and publicly distributed, filed with the Commission, or received by the Company,
one copy of each Registration Statement and any amendment thereto, each
preliminary prospectus and prospectus and each amendment or supplement thereto,
and, in the case of the Registration Statement referred to in Section 2(a), each
letter written by or on behalf of the Company to the Commission or the staff of
the Commission, and each item of correspondence from the Commission or the staff
of the Commission, in each case relating to such Registration Statement (other
than any portion of any thereof which contains information for which the Company
has sought confidential treatment), and (ii) such number of copies of a
prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as the Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by the Investor. The Company will immediately notify the Investor in
writing of the effectiveness of each Registration Statement or any
post-effective amendment. The Company will promptly respond to any and all
comments received from the Commission, with a view towards causing each
Registration Statement or any amendment thereto to be declared effective by the
Commission as soon as practicable and shall file an acceleration request as soon
as practicable, but no later than five (5) business days (the "Acceleration
Request Deadline") following the resolution or clearance of all
Commission comments or, if applicable, following notification by the Commission
that any such Registration Statement or any amendment thereto will not be
subject to review.

     

    
      
        
        

      

      
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    e.  The Company shall use
reasonable best efforts to (i) register and qualify the Registrable Securities
covered by the Registration Statements under such other securities or "blue sky"
laws of such jurisdictions in the United States as the Investor shall reasonably
request, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions;

    


    f.    Within
one (1) Business Day after each Registration Statement which covers
Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC in the form (“Notice
of Effectiveness
of Registration Statement”) attached hereto as Exhibit A.

    


    g.  As promptly
as practicable after becoming aware of such event, the Company shall notify the
Investor of the happening of any event, of which the Company has knowledge, as a
result of which the prospectus included in any Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and use its best efforts to promptly, but in any
event within two (2) business days of such event (the “Registration
Supplement Deadline”), prepare and file a supplement or amendment to any
Registration Statement (also, a “Registration
Supplement”) to correct such untrue statement or omission, and deliver
such number of copies of such supplement or amendment and the related prospectus
supplement to the Investor as the Investor may reasonably request; provided
that, for not more than ten (10) consecutive days (or a total of not more than
twenty (20) days in any twelve (12) month period), the Company may delay the
disclosure of material non-public information concerning the Company (as well as
prospectus or Registration Statement updating) the disclosure of which at the
time is not, in the good faith opinion of the Company, in the best interests of
the Company (an "Allowed
Delay"); provided, further, that the Company shall promptly (i) notify
the Investor in writing of the existence of (but in no event, without the prior
written consent of the Investor, shall the Company disclose to the Investor any
of the facts or circumstances regarding) material non-public information giving
rise to an Allowed Delay and (ii) advise the Investor in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay,
provided the above actions are consistent with the requirements of the 1933 Act
and/or 1934 Act or other applicable law. Upon expiration of the Allowed Delay,
the Company shall again be bound by the first sentence of this Section 3(g) with
respect to the information giving rise thereto.

    


    h.  The Company shall use its
best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of any Registration Statement, and, if such an order is issued, to
obtain the withdrawal of such order at the earliest possible moment and to
notify the Investor who holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance of
such order and the resolution thereof.

    


    i.  The Company shall permit
a single firm of counsel designated by the Investor to review such Registration
Statement and all amendments and supplements thereto (as well as all requests
for acceleration or effectiveness thereof), at Investor’s own cost, a reasonable
period of time prior to their filing with the Commission (not less than three
(3) business days but not more than ten (10) business days) and not file any
document in a form to which such counsel reasonably objects and will not request
acceleration of such Registration Statement without prior notice to such
counsel.

     

    
      
        
        

      

      
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    j.  The Company shall hold in
confidence and not make any disclosure of information concerning the Investor
provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other 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 or any
other agreement. The Company agrees that it shall, upon learning that disclosure
of such information concerning the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to the Investor prior to making such disclosure, and allow the Investor,
at its expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, such information.

    


    k.  If the Company becomes
eligible for listing on a national securities exchange, the Company shall use
its best efforts to (i) cause all the Registrable Securities covered by the
Registration Statement to be listed on each national securities exchange on
which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) to the extent the securities of the
same class or series are not then listed on a national securities exchange,
secure the designation and quotation, of all the Registrable Securities covered
by the Registration Statement on the Nasdaq Global Select Market or, if not
eligible for the or the Nasdaq Global Select Market on the Nasdaq Global Market
or, if not eligible for the Nasdaq Global Market, on the Over the Counter
electronic bulletin board and, without limiting the generality of the foregoing,
to arrange for at least two market makers to register with FINRA as such with
respect to such Registrable Securities.

    


    l.  The Company shall provide
a transfer agent and registrar, which may be a single entity, for the
Registrable Securities not later than the effective date of the Registration
Statement.

    


    m.  The Company shall
cooperate with the Investor who holds Registrable Securities being offered and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable Securities to be offered pursuant to
such Registration Statement and enable such certificates to be in such
denominations or amounts, as the case may be, as the managing underwriter or
underwriters, if any, or the Investor may reasonably request and registered in
such names as the managing underwriter or underwriters, if any, or the Investor
may request, and, within five (5) business days after a Registration Statement
which includes Registrable Securities is ordered effective by the Commission,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Investor) an appropriate instruction and an opinion of such counsel in the
form required by the transfer agent in order to issue the Registrable Securities
free of restrictive legends.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    n.  At the request of the
Holder, the Company shall prepare and file with the Commission such amendments
(including post-effective amendments) and supplements to a Registration
Statement and any prospectus used in connection with the Registration Statement
as may be necessary in order to change the plan of distribution set forth in
such Registration Statement, provided that if such change is not legally
necessary in order for the Investors to timely sell their Registrable
Securities, the Company shall not be required to effect such amendments if they
will  impose any additional requirements, including costs, on the
Company.

     

    o.  The Company shall take
all other reasonable actions necessary to expedite and facilitate disposition by
the Investor of Registrable Securities pursuant to a Registration
Statement.

    


    p.  The
Company shall comply with all applicable laws related to a Registration
Statement and offering and sale of securities and all applicable rules and
regulations of governmental authorities in connection therewith (including
without limitation the 1933 Act and the 1934 Act and the rules and regulations
promulgated by the Commission).

    


    q.  Further Registration
Statements. Except for a registration statement filed on behalf of the
Investor pursuant to Section 2 or Section 3 of this Agreement, and except for an
underwritten public offering, the Company will not file any registration
statements or amend (in such a manner as to increase the number of shares
registered) any already filed registration statement with the Commission or with
state regulatory authorities without the consent of the Investor until the
expiration of the "Exclusion Period," which shall be defined as the sooner of
(i) the date that the Registration Statement shall have been current and
available for use in connection with the resale of the Registrable Securities
for a period of 180 days, or (ii) until all the Shares have been resold or
transferred by the Subscribers pursuant to the Registration Statement or are
eligible for immediate unrestricted resale pursuant to Rule 144, without volume
limitations.

    


    r.  No Piggyback On
Registrations.  Except for legally required amendments or
supplements to the existing registration statement, neither the Company nor any
of its security holders (other than the Holder in such capacity pursuant hereto)
may include securities of the Company in a Registration Statement (including but
not limited to any Registration Statement under Section 2(a) hereof or any
amendment or supplement thereto under Section 3(b) or 3(g) hereof) or an
Additional Registration Statement, other than the Registrable Securities, and
the Company shall not during the Registration Period enter into any agreement
providing any such right to any of its security holders.  In
addition, the Company shall not offer any securities for its own account or the
account of others in any Registration Statement under Section 2(a) hereof or any
amendment or supplement thereto under Section 3(b) hereof without the consent of
the Holder.

    


    4.  REGISTRATION
FAILURE.   If:

    


    (i) a
Registration Statement registering for resale all of the Initial Registration
Minimum is not filed by the Initial Registration Filing Deadline or is not
declared effective by the Commission by the Effectiveness Deadline of the
Initial Registration, or

    


    (ii) the
Company files the Initial Registration Statement without affording the Holder
the opportunity to review and comment on the same as required by Section 3(i)
herein, or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iii) the
Company fails to file with the Commission a request for acceleration of a
Registration Statement in accordance with Rule 461 promulgated by the Commission
pursuant to the Securities Act, within five Trading Days of the date that the
Company is notified (orally or in writing, whichever is earlier) by the
Commission that such Registration Statement will not be “reviewed” or will not
be subject to further review, or

    


    (iv)
prior to the effective date of a Registration Statement, the Company fails to
file a pre-effective amendment and otherwise respond in writing to comments made
by the Commission in respect of such Registration Statement within 10 Trading
Days after the receipt of comments by or notice from the Commission that such
amendment is required in order for such Registration Statement to be
declared effective, or

    


    (v) after
the effective date of a Registration Statement, such Registration Statement
ceases for any reason to remain continuously effective as to all Registrable
Securities included in such Registration Statement, or the Holder is otherwise
not permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than 10 consecutive calendar days or more than an aggregate
of 20 calendar days (which need not be consecutive calendar days) during any
12-month period, or

    


    (vi) any
Additional Registration Statement required to be filed hereunder is not filed by
the applicable Additional Registration Filing Deadline or it is not declared
effective by the applicable Additional Registration Effectiveness Deadline,
or

    


    (vii) any
Registration Supplement required to be filed hereunder is not filed by the
applicable Registration Supplement Deadline,

    


    (any such
failure or breach in (i) – (vii) above being referred to as a “Registration
Failure,” and the date of each such failure being referred to as a “Registration
Failure Date”), then, in addition to any other rights the Holder may have
hereunder or under applicable law, on each such Registration Failure Date and on
each monthly anniversary of each such Registration Failure Date (if the
applicable Registration Failure shall not have been cured by such date) until
the applicable Registration Failure is cured, the Company shall pay to each
Holder an amount (“Registration
Failure Liquidated
Damages”)
in cash, as liquidated damages and not as a penalty, equal to 1%
of the aggregate purchase price paid by such Holder pursuant to the Investment
Agreement for any unregistered Registrable Securities then held by such
Holder.

    


    Notwithstanding (i) – (vii) above, the
Company shall not be liable for Registration Failure Liquidated Damages if (1)
the Company makes all filings as and when required by this Agreement, (2) the
Company responds to any comments from the SEC regarding a
Registration Statement within ten (10) days of the date of receipt of such
comments, and (3) uses its best efforts to have the subject Registration
Statement declared effective for the number of shares required hereunder as
quickly as reasonably possible.  Registration Failure Liquidated
Damages shall be due and payable by the fifth (5th) day of
the calendar month in which they accrue.  If the Company fails to pay
any liquidated damages pursuant to this Section in full within five (5) days
after the date payable, the Company will pay interest thereon at a rate of 18%
per annum (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such liquidated
damages are due until such amounts, plus all such interest thereon, are paid in
full. The liquidated damages pursuant to the terms hereof shall apply on a daily
pro rata basis for any portion of a month prior to the cure of a Registration
Failure.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    5.   
OBLIGATIONS OF THE INVESTOR.  In connection with the
registration of the Registrable Securities, the Investor shall have the
following obligations:

    


    a.  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 the
Investor that the Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method
of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request. At least three (3) business days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify
the Investor of the information the Company requires from each
Investor.

    


    b. The Investor, by the Investor's
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of the Registration Statements hereunder, unless the Investor has
notified the Company in writing of the Investor's election to exclude all of the
Investor's Registrable Securities from the Registration Statements.

    


    c. In the event of an underwritten
offering pursuant to Section 2(d) in which any Registrable Securities are to be
included, the Investor agrees to enter into and perform the Investor's
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of the Registrable Securities, unless the Investor has notified the
Company in writing of the Investor's election to exclude all of the Investor's
Registrable Securities from such Registration Statement.

    


    d. The Investor agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(g), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Investor's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) and, if so
directed by the Company, the Investor shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Investor's possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such
notice.

    


    e.  No Investor may
participate in any underwritten registration hereunder unless the Investor (i)
agrees to sell the Investor's Registrable Securities on the basis provided in
any underwriting arrangements in usual and customary form entered into by the
Company, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, and (iii) agrees to pay its
pro rata share of all underwriting discounts and commissions and any expenses in
excess of those payable by the Company pursuant to Section 6 below.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    f.  If so
requested by the Company, Holder agrees to furnish to the Company a completed
questionnaire in substantially the form attached to this Agreement as Exhibit
B (a “Selling
Shareholder Questionnaire”)
by the end of the third (3rd)
Trading Day following the date on which such Holder receives draft materials in
accordance with this Section.

    


    6.   
EXPENSES OF REGISTRATION.  All reasonable expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualification fees,
printers and accounting fees, the fees and disbursements of counsel for the
Company shall be borne by the Company.

    


    7.   
INDEMNIFICATION.  In the event any Registrable Securities are
included in a Registration Statement under this Agreement:

    


    a.  To the extent permitted
by law, the Company will indemnify, hold harmless and defend (i) the Investor,
(ii) the directors, officers, partners, managers, members, employees, agents and
each person who controls any Investor within the meaning of the 1933 Act or the
1934 Act, if any, (iii) any underwriter (as defined in the 1933 Act) for the
Investor in connection with an underwritten offering pursuant to Section 2(d)
hereof, and (iv) the directors, officers, partners, employees and each person
who controls any such underwriter within the meaning of the 1933 Act or the 1934
Act, if any (each, an "Indemnified
Person"), against any joint or several losses, claims, damages,
liabilities or expenses (collectively, together with actions, proceedings or
inquiries by any regulatory or self-regulatory organization, whether commenced
or threatened, in respect thereof, "Claims")
to which any of them may become subject insofar as such Claims arise out of or
are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in a Registration Statement or the omission or alleged omission to
state therein a material fact required to be stated 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 light of the circumstances under which the
statements therein were made, not misleading; or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations").
The Company shall reimburse the Indemnified Person, 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.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 7(a):
(i) shall not apply to a Claim arising out of or based upon a Violation which
occurs solely due to the inclusion by the Company in a Registration Statement of
false or misleading information about the Investor, where such information was
furnished in writing to the Company by the Investor for the purpose of inclusion
in such Registration Statement or any such amendment thereof or supplement
thereto; (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; and (iii) with respect to any
preliminary prospectus, shall not inure to the benefit of any Indemnified Person
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented, such corrected prospectus was timely made
available by the Company pursuant to Section 3 hereof, and the Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. 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 Investor pursuant to Section 10.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    b.  Promptly after receipt by
an Indemnified Person under this Section 7 of notice of the commencement of any
action (including any governmental action), such Indemnified Person shall, if
Claim in respect thereof is to be made against any the Company under this
Section 7, deliver to the Company a written notice of the commencement thereof,
and the Company shall have the right to participate in, and, to the extent the
Company so desires, to assume control of the defense thereof with counsel
mutually satisfactory to the Company and the Indemnified Person, as the case may
be.

    


    PROVIDED,
HOWEVER, that an Indemnified Person shall have the right to retain
its own counsel with the fees and expenses to be paid by the Company, if, in the
reasonable opinion of counsel retained by the Company, the representation by
such counsel of the Indemnified Person and the Company would be inappropriate
due to actual or potential differing interests between such Indemnified Person
and any other party represented by such counsel in such proceeding. The Company
shall pay for only one separate legal counsel for the Indemnified Persons, and
such legal counsel shall be selected by Investor and shall be reasonably
acceptable to the Company, if the Investor is entitled to indemnification
hereunder.  The failure to deliver written notice to the Company
within a reasonable time of the commencement of any such action shall not
relieve the Company of any liability to the Indemnified Person under this
Section 7, except to the extent that the Company is actually prejudiced in its
ability to defend such action. The indemnification required by this Section 7
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable.

    


    c. To the extent permitted by law, but
in an aggregate amount not to exceed the Investor’s Subscription Amount (as
defined in the Investment Agreement) the Investor will indemnify, hold harmless
and defend (i) the Company, and (ii) the directors, officers, partners,
managers, members, employees, or agents of the Company, if any (each,
a  "Company
Indemnified Person"), against any joint or several losses, claims,
damages, liabilities or expenses (collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization,
whether commenced or threatened, in respect thereof, "Claims")
to which any of them may become subject insofar as such Claims arise out of or
are based upon a Claim arising out of or based upon any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities, which occurs due to the inclusion by the Company in a Registration
Statement of false or misleading information about the Investor, where such
information was furnished in writing to the Company by the Investor for the
purpose of inclusion in such Registration Statement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    8.   
CONTRIBUTION.  To the extent any indemnification by the Company
is prohibited or limited by law, the Company agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 7 to the fullest extent permitted by law, based upon a comparative
fault standard.

    


    9.   
REPORTS UNDER THE 1934 ACT.  With a view to making available to
the Investor the benefits of Rule 144 promulgated under the 1933 Act or any
other similar rule or regulation of the Commission that may at any time permit
the Investor to sell securities of the Company to the public without
registration ("Rule
144"), the Company agrees to:

    


    a.  make and keep public
information available, as those terms are understood and defined in Rule
144;

    


    b. file with the Commission in a timely
manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements
(it being understood that nothing herein shall limit the Company's obligations
under Section 4(c) of the Investment Agreement) and the filing of such reports
and other documents is required for the applicable provisions of Rule 144;
and

    


    c.  furnish to the Investor
so long as the Investor owns Registrable Securities, promptly upon written
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities
pursuant to Rule 144 without registration.

    


    10.  
ASSIGNMENT OF REGISTRATION RIGHTS.  The rights under this
Agreement shall be automatically assignable by the Investors to any transferee
of all or any portion of Registrable Securities if: (i) the Investor agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such
registration rights are being transferred or assigned, (iii) following such
transfer or assignment, the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act and 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 Investment
Agreement.  In the event that the Investor transfers all or any
portion of its Registrable Securities pursuant to this Section, the Company
shall have at least ten (10) days to file any amendments or supplements
necessary to keep the Registration Statement current and effective pursuant to
Rule 415.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    11.  AMENDMENT
OF REGISTRATION RIGHTS.  Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with written consent of the Company, and the Holder. Any
amendment or waiver effected in accordance with this Section 11 shall be binding
upon the Investor and the Company.

    


    12.   MISCELLANEOUS.

    


    a.  A person or entity is
deemed to be a holder of Registrable Securities whenever such person or entity
owns of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons or entities with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities.

    


    b.  Any notices required or
permitted to be given under the terms hereof shall be sent by certified or
registered mail (return receipt requested) or delivered personally or by courier
(including a recognized overnight delivery service) or by facsimile and shall be
effective five days after being placed in the mail, if mailed by regular United
States mail, or upon receipt, if delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile, in each case addressed
to a party.  The addresses for such communications shall
be:

    


            If
to the Company: To the address set forth immediately below such

            Company’s
name on the signature pages hereto.

    


      With
copy to:

    


    Attn:  Donald
L. Gillispie, CEO & President

    Alternate
Energy Holdings, Inc.

    911 East
Winding Creek Drive

    Suite
150

    Eagle,
ID  83616

    Phone:  208-939-9311

    Fax:  208-939-9260


    


    If to a
Investor: To the address set forth immediately below such Investor's name on the
signature pages hereto.

    


    Each
party shall provide notice to the other party of any change in
address.

    


    c.  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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    d.  Governing
Law.  All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Georgia, without
regard to the principles of conflicts of law thereof.  Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of Atlanta,
Georgia.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Atlanta,
Georgia, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper or is an
inconvenient venue for such proceeding.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.  The
parties hereby waive all rights to a trial by jury.  If either party
shall commence an action or proceeding to enforce any provisions of the this
Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.

    


    e.  This Agreement and the
Investment Agreement (including all schedules and exhibits thereto) constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. This
Agreement and the Investment Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

    


    f.  Subject to the
requirements of Section 10 hereof, this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties
hereto.

    


    g.  The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

    


    h.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement,
once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the
party so delivering this Agreement.

    


    i.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    j.  The Company acknowledges
that a breach by it of its obligations hereunder could cause irreparable harm to
the Investor by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the remedy at
law for breach of its obligations hereunder could be inadequate and agrees, in
the event of a breach or threatened breach by the Company of any of the
provisions hereunder, that the Investor could be entitled, in addition to all
other available remedies in law or in equity, to seek an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to seek to enforce specifically the terms and provisions hereof, without the
necessity of showing economic loss and without any bond or other security being
required.

    


    k.  The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

    


    l.  In the event that any
provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability
of any other provision hereof.

    


    m.  There
shall be no oral modifications or amendments to this Agreement.  This
Agreement may be modified or amended only in writing.

    


    IN
WITNESS WHEREOF, the undersigned Investors and the Company have caused this
Amended and Restated Registration Rights to be duly executed as of
the 22nd
day of November, 2010.


    


    
      
        
          
            	
                    COMPANY:

                  	 
      	
                    INVESTOR:

                  
	
                    ALTERNATE
      ENERGY HOLDINGS, INC.

                  	 
      	
                    CENTURION
      PRIVATE EQUITY, LLC

                  
	 
      	 
      	 
      
	
                    By:  /s/ Donald L.
      Gillispie                                          
      

                  	 
      	      
                    By:  /s/Eric S.
      Swartz                                         
      

                  
	
                    Donald
      L. Gillispie, CEO & President

                  	 
      	
                             Eric
      S. Swartz, Manager

                  
	 
      	 
      	 
      
	
                    ADDRESS:

                  	 
      	
                    ADDRESS:

                  
	 
      	 
      	 
      
	
                    911
      East Winding Creek Drive

                  	 
      	
                    1120
      Sanctuary Parkway

                  
	
                    Suite
      150

                  	 
      	
                    Suite
      325

                  
	
                    Eagle,
      ID  83616

                  	 
      	
                    Alpharetta,
      GA 30009

                  
	
                    Phone:  208-939-9311

                  	 
      	
                    Phone:  770-640-8130

                  
	
                    Fax:  208-939-9260

                  	 
      	
                    Facsimile:  770-777-5844

                  


          

        

      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

      

    FORM OF NOTICE OF
EFFECTIVENESS
OF REGISTRATION STATEMENT

      

    
      
        
          
            	
                      

                  	
                      

                  
	
                      

                  	
                      

                  
	
                      

                  	
                      

                  
	
                    Attention:

                  	
                     

                  	
                      

                  
	 
      	 
      	 
      


          

        

      

    

      

    Date:
___________

    


    Re:         
[                                   ]

      

    Ladies
and Gentlemen:

      

    [We are][I am]
counsel to Alternate Energy Holdings, Inc., a Nevada corporation (the
“Company”), and have represented the Company in connection with that certain
Investment Agreement, dated Novebmer 16, 2010 (the “
Investment Agreement ”), entered into by and among the Company and the Investor
named therein (the “Holder ”) pursuant to which the Company (i) will issue
to the Holder from time to time shares of the Company’s common stock, $0.001 par value
per share (the “Common Stock”), and (ii) has issued 2,000,000shares of its
Common Stock (the “Commitment Shares”) and _____________ shares of its
Common Stock (the “Fee Shares”) and. Pursuant to the Investment Agreement, the
Company also has entered into a Registration Rights Agreement with the Holder
(the “Registration Rights Agreement”) pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the
Registration Rights Agreement), including the Commitment Shares and the Fee
Shares, under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company’s obligations under the Registration
Rights Agreement, on
                        
      , 2010, the Company filed a Registration
Statement on Form S-     (File
No. 333-                          )
(the “ Registration Statement ”) with the Securities and Exchange Commission
(the “ SEC ”) relating to the Registrable Securities which names the Holder as
an underwriter and a selling stockholder thereunder. 

      

    In
connection with the foregoing, based solely upon oral advice from the staff of
the SEC, the Registration Statement was declared effective under the Securities
Act on [ENTER DATE OF
EFFECTIVENESS], and no stop order suspending its effectiveness has been
issued and no proceedings for that purpose have been instituted or overtly
threatened.

     

    
      
         

      

      
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    This
letter shall serve as our standing opinion to you that the shares of Common
Stock are freely transferable by the Holder pursuant to the Registration
Statement, provided the Registration Statement remains effective.

      

    
      
        
          
            	
                      

                  	
                    Very
      truly yours,

                  
	
                      

                  	
                      

                  
	
                      

                  	
                    Sunny
      J. Barkats, Esq.

                  
	
                      

                  	
                      

                  
	
                      
      

                  	
                    By:

                  	
                     

                  


          

        

      

    

     

    CC:        BridgePointe
Master Fund Ltd.

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    ALTERNATE
ENERGY HOLDINGS, INC.

    Selling
Securityholder Notice and Questionnaire

    


    The
undersigned beneficial owner of common stock (the “Registrable Securities”) of
ALTERNATE
ENERGY HOLDINGS, INC., a Nevada 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:


    


    
      	
              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:

    


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

    


    
      
        
        

      

      
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    2.  Address
for Notices to Selling Securityholder:


     

    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 Investment Agreement.

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

      


      _______________________________________________

      


      _______________________________________________


       

      
        
          
          

        

        
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      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  ____________________

                    	 
      


            

          

        

      

      


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

      


      [_________________________________________________________
]

      


      
        
          
          

        

        
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