EX-10.6






REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2010 (this “Agreement”),
is by and between VIASPACE Inc., a Nevada corporation (the “Company”), and Sung Hsien
Chang, an individual resident of the State of Georgia (“Shareholder”). The Company and
Shareholder are sometimes referred to herein as a “Party” and collectively as the
“Parties.”



RECITALS




     WHEREAS, pursuant to the transactions contemplated by that certain Share Purchase
Agreement, dated April 16, 2010, as amended as of the date hereof (the “Share Purchase
Agreement”), between the Parties, the Company will issue to Shareholder 241,667,000 shares of
Common Stock (as defined below) (the “Acquired Shares”) on the closing date of the
transactions contemplated therein (the “Closing Date”);



     WHEREAS, immediately prior to the Closing Date, Shareholder also owned 215,384,615 shares
of Common Stock (“Pre-Closing Shares”); and



     WHEREAS, it is a condition precedent to the closing of the transactions contemplated by
the Share Purchase Agreement that the parties hereto execute and deliver this Registration Rights
Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Company desires to provide to each Holder (as defined below) the rights to
register the Registrable Securities (as defined below) held by them under the Securities Act (as
defined below) on the terms and subject to the conditions set forth herein.



ARTICLE I

DEFINITIONS




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



     “Action” means any action, suit, arbitration, inquiry, proceeding, or
investigation by or before any governmental entity.



     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person, and, with respect to a natural Person, shall also include the
spouse and minor children of such natural Person who share a household with such natural Person,
together with any other Person controlled by them and any revocable trust settled by them or any
trust of which such Person is a trustee.



     “Authority” means any domestic (including federal, state, or local) or foreign
court, arbitrator, administrative, regulatory, or other governmental department, agency, official,
commission, tribunal, authority, or instrumentality, non-government authority, or Self-Regulatory
Organization.



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



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



     “FINRA” means the Financial Industry Regulatory Authority.



     “Holder” means Shareholder and any Affiliate of Shareholder who is permitted to
hold Registrable Securities from time to time in accordance with the terms of this Agreement, and,
in each case, who continues to be entitled to the rights of a Holder hereunder.



     “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.



     “Registrable Securities” means all and any Common Stock held from time to time by
a Holder, (including the Acquired Shares and the Pre-Closing Shares, any other Common Stock the
Holder may acquire, and any securities issuable or issued or distributed in respect of any such
Acquired Shares, Pre-Closing Shares or Common Stock by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, reorganization, merger, amalgamation,
consolidation or otherwise). For purposes of this Agreement, Registrable Securities shall cease to
be Registrable Securities when (i) a Registration Statement covering such Registrable Securities
has been declared effective under the Securities Act by the SEC and such Registrable Securities
have been disposed of pursuant to such effective Registration Statement, (ii) the entire amount of
the Registrable Securities proposed to be sold by a Holder in a single sale, in the opinion of
counsel satisfactory to the Company and such Holder, each in their reasonable judgment, may be
distributed to the public in the United States pursuant to Rule 144 (or any successor provision
then in effect) under the Securities Act in any three-month period, (iii) any such Registrable
Securities have been sold in a sale made pursuant to Rule 144 (or any successor provision then in
effect) under the Securities Act, (iv) the Holder of the Registrable Securities is a non-affiliate
of the Company and the Registrable Securities are saleable without any requirement to comply with
any conditions in Rule 144, or (v) such Registrable Securities cease to be outstanding.



     “Registration Expenses” means all expenses in connection with or incident to the
registration of Registrable Securities hereunder, including (a) all SEC and any FINRA registration
and filing fees and expenses, (b) all fees and expenses in connection with the registration or
qualification of Registrable Securities for offering and sale under the securities or “blue sky”
laws of any state or other jurisdiction of the United States of America and, in the case of an
underwritten offering, determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriter or underwriters may reasonably designate, including
reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such
registrations or qualifications and determination, (c) all expenses relating to the preparation,
printing, distribution and reproduction of any Registration Statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing Registrable Securities in a
form for delivery for purchase pursuant to such registration or qualification and the expense of
printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any
“blue sky” or legal investment memoranda, any selling agreements and all other documents approved
for use in writing by the Company to be used in connection with the offering, sale or delivery of
Registrable Securities, (d) messenger, telephone and delivery expenses of the Company and
out-of-pocket travel expenses incurred by or for the Company’s personnel for travel undertaken for
any “road show” made in connection with the offering of securities registered thereby, (e) fees and
expenses of any transfer agent and registrar with respect to the delivery of any Registrable
Securities and any escrow agent or custodian involved in the offering, (f) fees, disbursements and
expenses of counsel of the Company and independent certified public accountants of the Company
incurred in connection with the registration, qualification and offering of the Registrable
Securities (including the expenses of any opinions or “comfort” letters required by or incident to
such performance and compliance), (g) fees, expenses and disbursements of counsel and any other
persons retained by the Company, including special experts retained by the Company in connection
with such registration, (h) Securities Act liability insurance, if the Company desires such
insurance, (i) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any
other agent or trustee appointed in connection with such offering, and (j) the fees and expenses
incurred by the Company and its advisers in connection with the quotation or listing of Registrable
Securities on any securities exchange or automated securities quotation system. Notwithstanding
the foregoing, any (x) fees and expenses of any legal counsel or other advisors to a Holder and any
other out-of-pocket expenses of a Holder, (y) brokerage commissions attributable to the sale of any
of the Registrable Securities, and (z) commissions, fees, discounts, transfer taxes or stamp duties
and expenses of any underwriter or placement agent applicable to Registrable Securities offered for
a Holder’s account in accordance with this Agreement shall not be “Registration Expenses.”



     “Registration Statement” means a Demand Registration Statement or a Piggy-Back
Registration Statement, as the case may be.



     “Representatives” means with respect to any Party, the directors, officers,
employees, agents, attorneys, accountants, consultants, financial, and other advisors of such
Party.



     “SEC” means the United States Securities and Exchange Commission, or any
successor thereto.



     “Securities Act” means the United States Securities Act of 1933, as amended, and
all rules and regulations promulgated thereunder.



     “Self-Regulatory Organization” means FINRA, any United States or non-United
States securities exchange, commodities exchange, registered securities association, the Municipal
Securities Rulemaking Board, National Futures Association, and any other board or body, whether
United States or non-United States, that regulates brokers, dealers, commodity pool operators,
commodity trading advisors, or future commission merchants.



ARTICLE II

REGISTRATION RIGHTS




     2.1 Demand Registration Rights.



           (a)  Upon receipt of a written request from a Holder (such Holder, together with
its Affiliates, the “Exercising Holder”) requesting that the Company effect a registration
(a “Demand Registration”) under the Securities Act covering the registration of some or all
of the Registrable Securities, and which notice shall specify the number of Registrable Securities
for which registration is requested and the intended method or methods of distribution thereof, the
Company shall (i) give notice of such election within 30 days after receipt of the Exercising
Holders’ notice to each other Holder, which notice shall set forth the identity of the Exercising
Holder(s) requesting such registration, and such Holders shall have the right, by giving written
notice to the Company within 30 days after the Company provides its notice, to elect to have
included in such registration such of their Registrable Securities as such Holders may request in
such notice of election and (ii) use reasonable efforts to, as soon as reasonably practicable,
after receipt of such written request, file with the SEC and use reasonable efforts to cause to be
declared effective, a registration statement (a “Demand Registration Statement”) relating
to all of the Registrable Securities that the Company has been so requested to register for sale,
to the extent required to permit the disposition (in accordance with the intended method or methods
of distribution thereof) of the Registrable Securities so registered.



           (b)  If the Demand Registration relates to an underwritten public offering and the
managing underwriter of such proposed public offering advises the Company and the Exercising Holder
that, in its reasonable opinion, the number of Registrable Securities requested to be included in
the Demand Registration (including securities to be sold by the Company or any other security
holder, including any Holders other than the Exercising Holder (such Holders, the
“Non-Exercising Holders”)) exceeds the largest number of securities which reasonably can be
sold in such offering without having a material adverse effect on such offering, including the
price at which such securities can be sold (the “Maximum Offering Size”), then the Company
shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable
Securities the Exercising Holder proposes to register, second, the Registrable Securities any
Non-Exercising Holder proposes to register, and third, any securities the Company proposes to
register and any securities with respect to which any other security holder has requested
registration. The Company shall not hereafter enter into any agreement which is inconsistent with
the rights of priority provided in this Section 2.1(b).



           (c)  Notwithstanding anything to the contrary contained herein, a registration
requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of
this Section 2.1(c) unless (A) it has been declared effective by the SEC, (B) it has remained
effective for the period set forth in Section 2.4(a) and (C) the offering of Registrable Securities
pursuant to such registration is not subject to any stop order, injunction or other order or
requirement of the SEC; provided, however, that in the event the Exercising Holder revokes a Demand
Registration request (which revocation may only be made prior to the Company requesting
acceleration of effectiveness of the registration statement) then such Demand Registration shall
count as having been effected unless the Exercising Holder pays all Registration Expenses in
connection with such revoked Demand Registration within seven (7) days of written request therefor
by the Company.



           (d)  Notwithstanding anything to the contrary contained herein, the Company shall
not be required to prepare and file (i) more than one (1) Demand Registration Statement in any
twelve-month period, (ii) any Demand Registration Statement within one hundred and eighty (180)
days following the date of effectiveness of any other Registration Statement or (ii) or three (3)
Demand Registration Statements in the aggregate.



          (e)  A Demand Registration requested pursuant to this Section 2.1 shall not be
deemed to have been effected unless the Demand Registration Statement relating thereto (i) has
become effective under the Securities Act and the Registrable Securities of the Holder included in
such Demand Registration Statement have actually been sold thereunder and (ii) has remained
effective for a period of at least that specified in Section 2.4(a); provided, however, that if
after any Demand Registration Statement requested pursuant to this Section 2.1 becomes effective,
such Demand Registration Statement is interfered with by any stop order, injunction or other order
or requirement of the SEC or other governmental agency or court solely due to the actions or
omissions to act of the Company, such Demand Registration Statement shall be at the sole expense of
the Company and shall not be included as one of the Demand Registrations which may be requested
pursuant to this Section 2.



     2.2 Piggy-Back Registration.



           (a)  If the Company proposes to file on its behalf and/or on behalf of any holder
of its securities (other than a holder of Registrable Securities) a registration statement under
the Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any
successor form) for securities to be offered in a transaction of the type referred to in Rule 145
under the Securities Act or to employees of the Company pursuant to any employee benefit plan,
respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it shall
give written notice to all Holders at least thirty (30) days before the initial filing with the SEC
of such registration statement (a “Piggy-Back Registration Statement”), which
notice shall set forth the number of Common Stock that the Company and other holders of Common
Stock, if any, then contemplate including in such registration and the intended method of
disposition of such Common Stock.



           (b)  If any Holder desires to have Registrable Securities registered under this
Section 2.2 (the “Participating Piggy-Back Holders”), it shall advise the Company in
writing within ten (10) days after the date of receipt of such notice from the Company of its
desire to have Registrable Securities registered under this Section 2.2, and shall set forth the
number of Registrable Securities for which registration is requested. The Company shall thereupon
use reasonable efforts to include, or in the case of a proposed underwritten public offering, use
reasonable efforts to cause the managing underwriter or underwriters to permit such Holder to
include, in such filing the number of Registrable Securities for which registration is so
requested, subject to paragraph (c) below, and shall use reasonable efforts to effect registration
of such Registrable Securities under the Securities Act.



           (c)  If the Piggy-Back Registration relates to an underwritten public offering and
the managing underwriter of such proposed public offering advises the Company and the Holders that,
in its reasonable opinion, the number of Registrable Securities requested to be included in the
Piggy-Back Registration together with the securities being registered by the Company or any other
security holder exceeds the Maximum Offering Size, then:




                (i)  in the event the Company initiated the Piggy-Back Registration, the
Company shall include in such Piggy-Back Registration first, the securities the Company proposes
to register, second, the securities of the Participating Piggy-Back Holders, and third, the
securities of all other selling security holders, to be included in such Piggy-Back Registration
in an amount that together with the securities the Company proposes to register, shall not
exceed the Maximum Offering Size and shall be allocated among such selling security holders on a
pro rata basis (based on the number of Common Stock held by each such selling security holder);
and




                (ii)  in the event any holder of securities of the Company initiated the
Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the
securities such initiating security holder proposes to register, second, the securities of any
other selling security holders (including the Participating Piggy-Back Holders), in an amount
that together with the securities the initiating security holder proposes to register, shall not
exceed the Maximum Offering Size, such amount to be allocated among all such selling security
holders on a pro rata basis (based on the number of Common Stock held by each such selling
security holder) and third, any securities the Company proposes to register, in an amount that
together with the securities the initiating security holder and the other selling security
holders propose to register, shall not exceed the Maximum Offering Size.



           (d)  The Company shall not hereafter enter into any agreement that is inconsistent
with the rights of priority provided in Section 2.2(c) without Shareholder’s prior written consent.



     2.3 Blackout Periods. The Company shall have the right to delay the filing or
effectiveness of a Registration Statement required pursuant to Section 2.1 or 2.2 hereof during no
more than two (2) periods aggregating to not more than one hundred and twenty (120) days in any
twelve-month period (each, a “Blackout Period”), in the event that (i) the Company would,
in the good faith judgment of the Company’s board of directors, be required to disclose in the
prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the
good faith judgment of the Company’s board of directors, there is a reasonable likelihood that such
disclosure, or any other action to be taken in connection with the prospectus, would materially and
adversely affect or interfere with any significant financing, acquisition, merger, disposition of
assets, corporate reorganization or other material transaction or negotiations involving the
Company; provided, however, that (A) a Holder shall be entitled, at any time after receiving notice
of such delay and before such Demand Registration Statement becomes effective, to withdraw such
request and, if such request is withdrawn, such Demand Registration shall not count as one of the
permitted Demand Registrations and (B) the Company shall delay during such Blackout Period the
filing or effectiveness of any Registration Statement required pursuant to the registration rights
of other holders of any securities of the Company. The Company shall promptly give the Holders
written notice of such determination containing, to the extent permitted by law, a general
statement of the reasons for such postponement and an approximation of the anticipated delay. After
the expiration of any Blackout Period (including upon public disclosure of the information that was
the reason for such Blackout Period) and without any further request from any Holder, the Company
shall (subject to there being no other Blackout period) promptly notify the Holders and shall use
reasonable efforts to prepare and file with the SEC the requisite Registration Statement or such
amendments or supplements to such Registration Statement or prospectus used in connection therewith
as may be necessary to cause such Registration Statement to become effective as promptly as
practicable thereafter.



     2.4 Registration Procedures. If the Company is required by the provisions of
Section 2.1 or 2.2 to use reasonable efforts to effect the registration of any of its securities
under the Securities Act, the Company shall, as soon as reasonably practicable, after receipt of a
written request for a Demand Registration:



           (a)  prepare and file, no later than 45 days after request, with the SEC
a Registration Statement with respect to such securities and use reasonable efforts to cause such
Registration Statement to become effective as promptly as practicable and to remain effective for a
period of time required for the disposition of such Registrable Securities by the Holders thereof
but at least three hundred sixty (360) days excluding any days that fall during a permitted
Blackout Period under Section 2.3; provided, however, that before filing such Registration
Statement or any amendments or supplements thereto, the Company shall, if requested, furnish to
counsel selected by the Holders copies of all documents proposed to be filed, which documents shall
be subject to the review of such counsel, and shall in good faith consider incorporating in each
such document such changes as such counsel to the Holders reasonably and in a timely manner may
suggest;



           (b)  prepare and file with the SEC such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such Registration Statement
until the earlier of such time as all of such securities have been disposed of in a public offering
or the expiration of three hundred sixty (360) days (excluding any days that fall during a
permitted Blackout Period under Section 2.3);



           (c)  furnish to such selling security holders such number of conformed copies of
the applicable Registration Statement and each such amendment and supplement thereto (including in
each case all exhibits), such number of copies of the prospectus contained in such Registration
Statement (including each preliminary prospectus and any summary prospectus) and any other
prospectus, in conformity with the requirements of the Securities Act, and such other documents, as
such selling security holders may reasonably request;



           (d)  use reasonable efforts to register or qualify the Registrable Securities or
other securities covered by such Registration Statement under such other securities or blue sky
laws of such jurisdictions within the United States and its territories and possessions as each
Holder of such Registrable Securities shall reasonably request, to keep such registration or
qualification in effect for so long as such Registration Statement remains in effect or until all
of the Registrable Securities are sold, whichever is shorter, and to take any other action which
may be reasonably necessary or advisable to enable the Holder to consummate the disposition in such
jurisdictions of the securities owned by such Holder (provided, however, that the Company shall not
be required in connection therewith or as a condition thereto to qualify to do business as a
foreign corporation, subject itself to taxation in or to file a general consent to service of
process in any jurisdiction where it would not, but for the requirements of this paragraph (d), be
obligated to do so) and do such other reasonable acts and things as may be required of it to enable
such Holder to consummate the disposition in such jurisdiction of the securities covered by such
Registration Statement;



           (e)  use reasonable efforts to furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to Section 2.1 or 2.2, if the method of
distribution is by means of an underwriting, on the date that the shares of Registrable Securities
are delivered to the underwriters for sale pursuant to such registration, or if such Registrable
Securities are not being sold through underwriters, on the date that the registration statement
with respect to such shares of Registrable Securities becomes effective, (1) a signed opinion
(including disclosure statement), dated such date, of the independent legal counsel representing
the Company for the purpose of such registration, addressed to the underwriters, if any and
(2) letters dated such date and the date the offering is priced from the independent certified
public accountants of the Company, addressed to the underwriters, if anyin each case, in customary
form and covering such matters of the kind customarily covered by opinions or comfort letters, as
the case may be, in such a transaction;



           (f)  enter into customary agreements (including if the method of distribution is by
means of an underwriting, an underwriting agreement containing representations, warranties and
indemnities in customary form) and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities;



           (g)  otherwise use reasonable efforts to comply with all applicable rules and
regulations promulgated by the SEC;



           (h)  use reasonable efforts to cause all such Registrable Securities to be listed
on each securities exchange or quotation system on which the Common Stock are listed or traded;



           (i)  give written notice to the Holders:




                (i)  when such Registration Statement, the prospectus or any amendment or
supplement thereto has been filed with the SEC and when such Registration Statement or any
post-effective amendment thereto has become effective;




               (ii)  of any request by the SEC for amendments or supplements to such
Registration Statement or the prospectus included therein or for additional information;




               (iii)  of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any proceedings for that
purpose;




                (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Common Stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and




                (v)  of the happening of any event that requires the Company to make
changes in such Registration Statement or such prospectus in order to make the statements
therein, in light of the circumstances in which they were made, not misleading (which notice
shall be accompanied by an instruction to suspend the use of such prospectus until the requisite
changes have been made);



           (j)  use reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of such Registration Statement at the earliest possible time;



           (k)  furnish to each Holder, without charge, at least one copy of such Registration
Statement and any post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by
reference);



           (l)  upon the occurrence of any event contemplated by Section 2.4(i)(v) above,
promptly prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus or file any other required document so that, as thereafter delivered to the
Holders, the prospectus shall not contain an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Holders in accordance with
Section 2.4(i)(v) above to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Holders shall suspend use of such prospectus and use reasonable
efforts to return to the Company all copies of such prospectus other than permanent file copies
then in such Holder’s possession, and the period of effectiveness of such Registration Statement
provided for above shall be extended by the number of days from and including the date of the
giving of such notice to the date the Holders shall have received such amended or supplemented
prospectus pursuant to this Section 2.4(l);



           (m)  subject to the execution of confidentiality agreements satisfactory in form
and substance to the Company, pursuant to the reasonable request of the Holder or underwriters,
make reasonably available for inspection by representatives of the Holders, any underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by such representative or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the Company and its
subsidiaries and cause the officers, directors and employees of the Company and its subsidiaries to
supply all relevant information reasonably requested by such representative or any such
underwriter, attorney, accountant or agent in connection with the registration provided that any
such information inspected or discussions conducted shall be done in a manner so as not to
unreasonably disrupt the operation of the Company’s business;



           (n)  in connection with any underwritten offering to the extent the underwriters
determine that the failure to do so would have a material adverse effect on such offering, make
appropriate officers and senior executives of the Company reasonably available to the selling
security holders for meetings with prospective purchasers of Registrable Securities and prepare and
present to potential investors customary “road show” material in each case in accordance with the
recommendations of the underwriters and in all respects in a manner reasonably requested and
consistent with other new issuances of securities in an offering of a similar size to such offering
of the Registrable Securities; and



           (o)  use reasonable efforts to procure the cooperation of the Company’s transfer
agent in settling any offering or sale of Registrable Securities, including with respect to the
transfer of physical stock certificates into book-entry form in accordance with any procedures
reasonably requested by the Holders or the underwriters, if any.



           It shall be a condition precedent to the obligation of the Company to take any
action pursuant to this Agreement in respect of the Registrable Securities which are to be
registered at the request of any Holder that such Holder shall furnish to the Company such
information regarding the Registrable Securities held by such Holder and the intended method of
distribution thereof as the Company shall reasonably request and as shall be required in connection
with the action taken by the Company.



     2.5 Expenses. Except as otherwise agreed or set forth herein, the Company shall
bear and pay all Registration Expenses, and Holders shall bear and pay all (x) fees and expenses of
any legal counsel or other advisors to such Holder and any other out-of-pocket expenses of such
Holder, (y) brokerage commissions attributable to the sale of any of the Registrable Securities,
and (z) commissions, fees, discounts, transfer taxes or stamp duties and expenses of any
underwriter or placement agent applicable to Registrable Securities offered for a Holder’s account
in accordance with this Agreement.



     2.6 Holdback Agreement. 



           (a)  In the case of an underwritten offering of securities by the Company with
respect to which the Company has complied with its obligations hereunder, each Holder agrees, if
and to the extent (i) requested by the managing underwriter of such underwritten offering and
(ii) all of the Company’s named executive officers and directors execute agreements identical to
those referred to in this Section 2.6, that it shall not during the period beginning on, and ending
ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters
in connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter
period as may be permitted by such managing underwriter) after, the effective date of the
registration statement filed in connection with such Registration (the “Holdback Period”),
except for Registrable Securities included in such registration or as otherwise agreed between such
Holder and such managing underwriter, (i) lend, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right,
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock
held immediately prior to the effectiveness of the Registration Statement for such offering, or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of the Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise; provided, however, that such restrictions shall not apply to any
such sales, purchases, grants, transfers, dispositions, or arrangements to settle or otherwise
close any hedging instruments that were outstanding prior to the beginning of the Holdback Period
unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the
offering. No Holder subject to this Section 2.6 or any of the Company’s executive officers and
directors that execute agreements identical to those referred to in this Section 2.6 shall be
released from any obligation under any agreement, arrangement or understanding entered into
pursuant to or contemplated by this Section 2.6 unless all Holders are also released from their
obligations under Section 2.6. In the event of any such release the Company shall notify the
Holders of any such release within three (3) business days after such release. If requested by the
managing underwriter, each Holder shall enter into a lock-up agreement with the applicable
underwriters that is consistent with the agreement in this Section 2.6.



           (b)  In order to enforce the foregoing covenant, the Company may impose stop
transfer instructions with respect to the Registrable Securities of each Holder (and the shares or
securities of every other Person subject to the foregoing restriction) to the extent transfers are
so restricted, until the end of such period.



ARTICLE III

INDEMNIFICATION




     3.1 Indemnification by the Company. The Company will, and it hereby does,
indemnify and hold harmless, to the extent permitted by law, the seller of any Registrable
Securities covered by each registration statement filed by the Company to which Article II applies,
each affiliate of such seller and their respective trustees, directors, and officers or general and
limited partners (including any director, officer, affiliate, employee, representative, agent, and
controlling Person of any of the foregoing, within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls such seller or any
such underwriter within the meaning of the Securities Act (each, a “Seller Indemnified
Party”, and collectively, the “Seller Indemnified Parties”), against any and all
Actions (whether or not a Seller Indemnified Party is a party thereto), losses, claims, damages, or
liabilities, joint or several, and expenses (including, without limitation, reasonable attorney’s
fees and reasonable expenses of investigation) to which such Seller Indemnified Party becomes
subject under the Securities Act, common law, or otherwise, insofar as such losses, claims,
damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not
such Seller Indemnified Party is a party thereto) arise out of, relate to, or are based upon
(a) any untrue statement or alleged untrue statement of any material fact contained in any such
registration statement, any preliminary, final, or supplemental prospectus contained therein, or
any amendment or supplement thereto or any issuer free-writing prospectus relating to any sale or
distribution pursuant thereto, or (b) any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not misleading, and the
Company will reimburse such Seller Indemnified Party for any legal or any other expenses reasonably
incurred by such Seller Indemnified Party in connection with investigating or defending against any
such loss, claim, liability, action, or proceeding; provided, that the Company shall not be
liable to any Seller Indemnified Party in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof), or expense arises out of or is
based upon any untrue statement or alleged untrue statement or omission or alleged omission made in
such registration statement or amendment or supplement thereto or in any such preliminary, final,
or supplemental prospectus or issuer free-writing prospectus in reliance upon and in conformity
with written information furnished to the Company through an instrument duly executed by such
seller specifically stating that it is for use in the preparation thereof. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Company
or any of the prospective sellers, or any of their respective affiliates, directors, officers, or
controlling Persons and shall survive the transfer of such securities by such seller.



     3.2 Indemnification by the Holders. The Company may require, as a condition to
including any Registrable Securities in any registration statement to which Article II applies,
that the Company shall have received an undertaking reasonably satisfactory to it from the
prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless
(in the same manner and to the same extent as set forth in Section 3.1) the Company, its directors,
officers, affiliates, employees, representatives, agents, and controlling Persons (each, a
“Company Indemnified Party,” and collectively, the “Company Indemnified Parties,”
and together with the Seller Indemnified Parties, the “Indemnified Parties” and each
individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue
statement in or omission or alleged omission from such registration statement, any preliminary,
final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an instrument duly executed
by such seller or underwriter respectively, specifically stating that it is for use in the
preparation of such registration statement, preliminary, final, or supplemental prospectus or
amendment or supplement, or a document incorporated by reference into any of the foregoing;
provided, however, that the indemnity agreement contained in this Section 3.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of such seller (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 Company or any of the prospective sellers, or any of their respective
affiliates, directors, officers, or controlling Persons and shall survive the transfer of such
securities by such Holder.



     3.3 Notices of Claims. Promptly after receipt by an Indemnified Party hereunder
of written notice of the commencement of any Action with respect to which a claim for
indemnification may be sought pursuant to this Article III, such Indemnified Party will, if a claim
in respect thereof is to be made against an indemnifying party, give prompt written notice to the
latter of the commencement of such Action; provided that the failure of the Indemnified
Party to give prompt notice as provided herein (i) shall not relieve the indemnifying party of its
obligations under this Article III, except to the extent that the indemnifying party is materially
prejudiced by such failure to give prompt notice, and (ii) shall not, in any event, relieve the
indemnifying party from any obligations which it may otherwise have to any Indemnified Party in
addition to any indemnification obligation provided in Sections 3.1 and 3.2. In case any such
Action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable
judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist
in respect of such Action, the indemnifying party will be entitled to participate in and to assume
the defense thereof (at its expense), jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and
after notice from the indemnifying party to such Indemnified Party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party will consent to entry of any judgment
or settle any Action which (i) does not include, as an unconditional term thereof, the giving by
the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of
such Action, and (ii) does not involve the imposition of equitable remedies or of any obligations
on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other
than as a result of the imposition of financial obligations for such Indemnified Party will be
indemnified hereunder.



     3.4 Contribution.



           (a)  If the indemnification provided for in this Article III from the indemnifying
party is unavailable to or insufficient to fully hold harmless an Indemnified Party hereunder in
respect of any Action, losses, damages, liabilities, or expenses referred to herein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Action, losses, damages, liabilities,
or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and such Indemnified Party in connection with the actions which resulted in such Action
losses, damages, liabilities, or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and such Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or Indemnified
Parties, and the parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such action. The amount paid or payable by a party under this Section 3.4 as a
result of the Action, losses, damages, liabilities, and expenses referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.



           (b)  The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in
Section 3.4(a) hereof. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.



     3.5 Limitation of Holder Liability. Notwithstanding any other provisions of this
Agreement, the aggregate liability of a Holder under this Article III shall be limited to the
aggregate net proceeds received by such seller in connection with any offering to which such
registration under the Securities Act relates.



ARTICLE IV

RULE 144




     4.1 Rule 144. The Company covenants that it will use reasonable efforts to
(a) file the reports required to be filed by it under the Securities Act and the Exchange Act (or,
if the Company is not required to file such reports, it will, upon the request of any Holder, make
publicly available such information), and it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC; and (b) file with or
furnish to the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has complied with such
requirements.



ARTICLE V

SELECTION OF UNDERWRITERS AND COUNSEL




     5.1 Selection of Managing Underwriters. In the event the Participating Demand
Holders have requested an underwritten offering, the underwriter or underwriters shall be selected
by the Company, subject to consultation with and the approval of the Holders of a majority of the
shares being so registered, which approval shall not be unreasonably withheld or delayed. In that
event, (i) all of the representations and warranties by, and the other agreements on the part of,
the Company to and for the benefit of such underwriters shall also be made to and for the benefit
of such Holders of Registrable Securities, (ii) that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall be conditions precedent to
the obligations of such Holders of Registrable Securities, and (iii) that no Holder shall be
required to make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such Holder, the
Registrable Securities of such Holder and such Holder’s intended method of distribution and any
other representations customarily required or required by law. Subject to the foregoing, all
Holders proposing to distribute Registrable Securities through such underwritten offering shall
enter into an underwriting agreement in customary form with the underwriter or underwriters.



     5.2 Selection of Counsel. In connection with any registration of Registrable
Securities pursuant to Article II hereof, the Holders of a majority of the Registrable Securities
covered by any such registration may select one firm (at the Holders’ expense) as counsel to
represent all Holders of Registrable Securities covered by such registration; provided, however,
that in the event that the counsel selected as provided above is also acting as counsel to the
Company in connection with such registration, the remaining Holders shall be entitled to select one
additional firm as counsel to represent all such remaining Holders at such remaining Holders’
expense.



ARTICLE VI

MISCELLANEOUS




     6.1 Additional Registration Rights. From and after the date of this Agreement,
the Company grants to any Person with respect to any security issued by the Company or any of its
subsidiaries registration rights that provide for terms that are in any manner more favorable to
the holder of such registration rights than the terms granted to the holders of Registrable
Securities (or if the Company amends or waives any provision of any Agreement providing
registration rights of others or takes any other action whatsoever to provide for terms that are
more favorable to other holders than the terms provided to the holders of Registrable Securities)
then this Agreement shall immediately be deemed amended to provide the holders of Registrable
Securities with any (or all) of such more favorable terms as such holders shall elect to include
herein.



     6.2 Termination. This Agreement will terminate upon the earliest to occur of the
date upon which there shall be no Registrable Securities as a result of the events set forth in
subsections (i) through (v) of the definition of Registrable Securities set forth herein. Upon
termination pursuant to this Section 6.2, the Company will no longer be obligated to provide notice
of a proposed registration.



     6.3 Amendments; Waivers.



           (a)  No failure or delay on the part of any Party in exercising any right, power,
or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power,
or privilege.



           (b)  Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and signed by all Parties.



     6.4 Successors and Assigns. All the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the Parties and the successors
and assigns of each Party, whether so expressed or not. None of the Parties may assign any of its
rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the
prior written consent of the other Parties, and any such assignment without such prior written
consent shall be null and void; provided, however, that all or any portion of the rights of each
Holder under this Agreement are transferable to each transferee of such Holder to whom the
transferor transfers Registrable Securities and each transferee of such Holder agrees to be bound
by and to perform all of the terms and provisions required by this Agreement.



     6.5 Notices. All notices and communications hereunder shall be deemed to have
been duly given and made if in writing and if served by personal delivery upon the party for whom
it is intended, or if delivered by registered or certified mail, return receipt requested, or if
sent by telecopier in each case, to the Person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such Person:




	 	(a)	 	if to the Company, to:






VIASPACE Inc.


2102 Business Center Drive


Irvine, CA 92612


Telephone: 626-768-3360


Facsimile: 626-578-9063



with a copy (which shall not constitute notice) to:




Richardson & Patel LLP


10900 Wilshire Boulevard, Suite 500


Los Angeles, California 90063


Attention: Ryan Hong


Telephone: 310-208-1182


Facsimile: 310-208-1154




(b) if to Shareholder, to:




Mr. Sung Chang


121 Bells Ferry Lane


Marietta, Georgia 30066



with a copy (which shall not constitute notice) to:




McDaniel Law Group, PC


PO Box 681235


Marietta, Georgia 30068-0021


Attn: Frank McDaniel


Facsimile: (404) 393-5916



The failure to provide notice in accordance with the required timing, if any, set forth herein
shall affect the rights of the party providing such notice only to the extent that such delay
actually prejudices the rights of the party receiving such notice.



     6.6 Headings. The headings in this Agreement are for convenience of reference
only and will not control or affect the meaning or construction of any provisions hereof.



     6.7 Severability. The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the validity or enforceability
of the other provisions hereof. If any provision of this Agreement, or the application thereof to
any Person or any circumstance, is invalid or unenforceable, the remainder of this Agreement and
the application of such provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.



     6.8 Counterparts. This Agreement may be executed in any number of counterparts
(including by facsimile), each of which will be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.



     6.9 Entire Agreement. This Agreement, together with the agreements referred to
herein, is intended by the parties to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and undertakings among the parties with respect to such
registration rights.



     6.10 Governing Law; Consent to Jurisdiction. As between the Parties, the
transactions contemplated in the Transaction Documents shall be governed as to validity,
interpretation, construction, effect, and in all other respects by the laws of the State of
Georgia, without regard to the conflicts of laws principals thereof. Each of Shareholder and
Company irrevocably submits to the exclusive jurisdiction of the courts of the State of Georgia
located in the County of Cobb and the United States District Court in and for the Northern District
of Georgia for the purpose of any suit, action, proceeding or judgment relating to or arising out
of the Transaction Documents and the transactions contemplated hereby and thereby. Each of the
parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action
or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A
TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.



     6.11 Specific Performance; Injunctive Relief. The parties hereby acknowledge and
agree that the failure of any Party to perform its agreements and covenants hereunder, including
its failure to take all actions as are necessary on its part to the consummation of the
transactions contemplated hereby, will cause irreparable injury to the other Parties, for which
damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby consents
to the issuance of injunctive relief by any court of competent jurisdiction to compel performance
of such Party’s obligations, to prevent breaches of this Agreement by such Party and to the
granting by any court of the remedy of specific performance of such Party’s obligations hereunder,
without bond or other security being required, in addition to any other remedy to which any Party
is entitled at law or in equity. Each Party irrevocably waives any defenses based on adequacy of
any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of
specific performance of any of the terms or provisions hereof or injunctive relief in any action
brought therefor by any Party.



6.12 Compliance; Questionnaire. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to a Registration Statement. Each Holder agrees to
furnish to the Company a completed and updated questionnaire in the form attached to this Agreement
as Annex A (a “Selling Shareholder Questionnaire”) on a date that is not less than five (5)
business days prior to the date that the applicable Registration Statement is filed.



IN WITNESS WHEREOF, each of the undersigned has executed this Registration Rights Agreement or
caused this Registration Rights Agreement to be duly executed on its behalf as of the date first
written above.




COMPANY:




VIASPACE INC.



By:      

Name:

Title:





SHAREHOLDER:



      



SUNG HSIEN CHANG



  





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ANNEX A

VIASPACE INC.

Selling Shareholder Notice and Questionnaire




The undersigned beneficial owner of common stock (the “Registrable Securities”) of
VIASPACE 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
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 shareholder 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 shareholder in the Registration Statement and the
related prospectus.



NOTICE




The undersigned beneficial owner (the “Selling Shareholder”) 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 Shareholder






	 	(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):






	2.	 	Address for Notices to Selling Shareholder:





	 
	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?





	 	 	 
	Note:
	 	Yes No

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?





	 	 	 
	Note:
	 	Yes No

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 Shareholder.






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 Acquired Shares and
thePre-Closing Shares.




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






	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: [NOTE: HOLDER MAY ADVANCE A COPY OF THE MOST RECENT D & O
QUESTIONNAIRE, IF APPLICABLE]





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, E-MAIL, OR COURIER (BY OVERNIGHT COURIER SERVICE) A COPY OF THE COMPLETED AND EXECUTED
NOTICE AND QUESTIONNAIRE TO:




Richardson & Patel, LLP




10900 Wilshire Boulevard, Suite 500




Los Angeles, California 90024-6525




Attention: Ryan Hong, Esq.




Tel. No.: (310) 208-1182




Fax No.: (310) 208-1154




Email: rhong@richardsonpatel.com




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