EX-10.7






Exhibit 10.7




Execution Copy




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 2, 2006, by and
between VIASPACE INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS,
LP, a Delaware limited partnership (the “Investor”).



WHEREAS:



A. In connection with the Standby Equity Distribution Agreement by and between the parties
hereto of even date herewith (the “Standby Equity Distribution Agreement”), the Company has
agreed, upon the terms and subject to the conditions of the Standby Equity Distribution Agreement,
to issue and sell to the Investor that number of shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), which can be purchased pursuant to the terms of the
Standby Equity Distribution Agreement for an aggregate purchase price of up to Twenty Million
Dollars ($20,000,000). Capitalized terms not defined herein shall have the meaning ascribed to
them in the Standby Equity Distribution Agreement.



B. To induce the Investor to execute and deliver the Standby Equity Distribution Agreement,
the Company has agreed to provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.



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



1. DEFINITIONS.



As used in this Agreement, the following terms shall have the following meanings:



a. “Person” means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.



b. “Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous or delayed basis (“Rule
415”), and the declaration or ordering of effectiveness of such Registration Statement(s) by
the United States Securities and Exchange Commission (the “SEC”).



c. “Registrable Securities” means the Investor’s Shares, as defined in the Standby
Equity Distribution Agreement, and shares of Common Stock issuable to Investors pursuant to the
Standby Equity Distribution Agreement.



d. “Registration Statement” means a registration statement under the Securities Act
which covers the Registrable Securities.



2. REGISTRATION.



a. Mandatory Registration. The Company shall prepare and file no later than thirty
(30) days from the date hereof (the “Scheduled Filing Deadline”) with the SEC a
Registration Statement on Form S-1, SB-2 or on such other form as is available. The Company shall
use its best efforts (i) to have the Registration Statement declared effective by the SEC no later
than sixty (60) days from the date hereof in the event that the Registration Statement is granted a
“no review” by the SEC or one hundred twenty (120) days from the date hereof in the event that the
SEC reviews the Registration Statement (individually referred to as the “Scheduled Effective
Deadline”). The Company shall use its best efforts to cause such Registration Statement to be
declared effective by the SEC prior to the first sale to the Investor of the Company’s Common Stock
pursuant to the Standby Equity Distribution Agreement. The Company shall use its best efforts to
cause the Registration Statement to remain effective until the full completion of the Commitment
Period (as such term is defined in the Standby Equity Distribution Agreement).



b. Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to Section 2(a) is insufficient to cover
all of the Registrable Securities pursuant to the Standby Equity Distribution Agreement, the
Company shall amend the Registration Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover all of such Registrable Securities
pursuant to the Standby Equity Distribution Agreement as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefor arises. 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. For purposes of the foregoing provision, the number of
shares available under a Registration Statement shall be deemed “insufficient to cover all of the
Registrable Securities” if at any time the number of Registrable Securities issuable on an Advance
Notice Date is greater than the number of shares available for resale under such Registration
Statement.



3. RELATED OBLIGATIONS.



a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all
times until the completion of the Commitment Period (as such term is defined in the Standby Equity
Distribution Agreement) (the “Registration Period”), which Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.



b. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep such Registration Statement effective at all times
during the Registration Period, and, during such period, comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company’s filing a report on Form 10-KSB, Form
10-QSB or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the Company shall have incorporated such report by reference into the
Registration Statement, if applicable, or shall file such amendments or supplements with the SEC
within three (3) business days following the day on which the Exchange Act report is filed which
created the requirement for the Company to amend or supplement the Registration Statement.



c. The Company shall furnish to the Investor without charge, (i) at least one copy of such
Registration Statement as declared effective by the SEC and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, all exhibits
and each preliminary prospectus, (ii) ten (10) copies of the final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies
as such Investor may reasonably request) and (iii) such other documents as such Investor may
reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor.



d. The Company shall use its best efforts to (i) register and qualify the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of
such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file
in those jurisdictions, such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be reasonably necessary to
maintain such registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to (w) make any change to its
certificate of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the
United States or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.



e. As promptly as practicable after becoming aware of such event or development, the Company
shall notify the Investor in writing of the happening of any event as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an untrue statement of
a material fact or omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material, nonpublic
information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and deliver ten (10) copies of such supplement or
amendment to each Investor. The Company shall also promptly notify the Investor in writing (i)
when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by facsimile or e-mail on the same day of, or the
next business day following, such effectiveness), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.



f. The Company shall use its best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of the qualification of
any of the Registrable Securities for sale in any jurisdiction within the United States of America
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify the Investor of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.



g. At the reasonable request of the Investor, the Company shall furnish to the Investor, on
the date of the effectiveness of the Registration Statement a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering.



h. The Company shall make available for inspection by (i) the Investor and (ii) one firm of
accountants or other agents retained by the Investor (collectively, the “Inspectors”) all pertinent
financial and other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply
all information which any Inspector may reasonably request in connection with the Registration
Statement. The Investor agrees that Records obtained by it as a result of such inspections which
is conspicuously marked by the Company as “Confidential” (subject to the Company’s obligations with
respect to material non-public information set forth in Section 8.1(a) herein) shall be deemed
confidential and held in strict confidence by the Investor, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any Registration Statement
or is otherwise required under the Securities Act, (b) the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement of which the Inspector
and the Investor has knowledge. The Investor agrees that it shall, upon learning that disclosure
of such Records is sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Records deemed confidential.



i. 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 final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement 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 written notice to the Investor and allow the
Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.



j. The Company shall use its best efforts either to cause all the Registrable Securities
covered by a Registration Statement (i) to be listed on each 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 to
secure the inclusion for quotation on the National Association of Securities Dealers, Inc. OTC
Bulletin Board for such Registrable Securities. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(j).



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



l. The Company shall use its best efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.



m. The Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a
twelve-month period beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of the Registration Statement.



n. The Company shall otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration hereunder.



o. Within two (2) business days after a Registration Statement which covers Registrable
Securities is ordered 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 attached hereto as Exhibit A.



p. 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.



4. OBLIGATIONS OF THE INVESTOR.



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(f) or the first sentence of 3(e), the Investor will
immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no
supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a
transferee of the Investor in accordance with the terms of the Standby Equity Distribution
Agreement in connection with any sale of Registrable Securities with respect to which the Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e)
and for which the Investor has not yet settled.



5. EXPENSES OF REGISTRATION.



All expenses incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers, legal and accounting fees shall be paid by the Company.



6. INDEMNIFICATION.



With respect to Registrable Securities which are included in a Registration Statement under
this Agreement:



a. To the fullest extent permitted by law, the Company will, and hereby agrees to indemnify,
hold harmless and defend the Investor, the directors, officers, partners, employees, agents,
representatives of, and each Person, if any, who controls the Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) 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 Securities
Act, the Exchange Act, any state securities law, or any rule or regulation thereunder relating to
the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters
in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company
shall reimburse the Investor and each such controlling person promptly as such expenses are
incurred and are due and payable, for any legal fees or disbursements 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
6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information furnished in writing to
the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be
available to the extent such Claim is based on a failure of the Investor to deliver or to cause to
be delivered the then-current prospectus made available by the Company, if such prospectus was
timely made available by the Company pursuant to Section 3(e); and (z) 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. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person.



b. In connection with a Registration Statement, the Investor agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers, employees, representatives or agents and each
Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of
them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by the Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(d), the Investor will reimburse any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the
Investor, which consent shall not be unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified Party.
Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained in the prospectus
was corrected and such new prospectus was delivered to the Investor prior to the Investor’s use of
the prospectus to which the Claim relates.



c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses of not more than
one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential conflicts of interest between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or claim. The indemnifying party shall
keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.



d. The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.



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



7. CONTRIBUTION.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



8. REPORTS UNDER THE EXCHANGE ACT.



With a view to making available to the Investor the benefits of Rule 144 promulgated under the
Securities Act or any similar rule or regulation of the SEC that may at any time permit the
Investors 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 SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall limit the Company’s obligations
under Section 6.3 of the Standby Equity Distribution 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
request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange 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 Investor to
sell such securities pursuant to Rule 144 without registration.



9. 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 by a written
agreement between the Company and the Investor. Any amendment or waiver effected in accordance
with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of
any of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.



10. MISCELLANEOUS.



a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is
deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons 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, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one business day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



	 	 	 	 	 
	If to the Company, to:
	 	VIASPACE Inc.

	 
	 	171 N. Altadena Drive – Suite 101
	 
	 	Pasadena, CA 91107

	 
	 	Attention:    Carl Kukkonen, President and Chief

	 
	 	Executive Officer

	 
	 	Telephone:   (626) 768-3360

	 
	 	Facsimile:    (626) 578-9063

	With a copy to:
	 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

	 
	 	One Financial Center

	 
	 	Boston, MA 02111

	 
	 	Attention:    Megan N. Gates, Esq.

	 
	 	Telephone:   (617) 348-4443

	 
	 	Facsimile:    (617) 542-2241

	If to the Investor, to:
	 	Cornell Capital Partners, LP

	 
	 	101 Hudson Street – Suite 3700
	 
	 	Jersey City, New Jersey 07302

	 
	 	Attention: Mark Angelo

	 
	 	Portfolio Manager

	 
	 	Telephone: (201) 985-8300

	 
	 	Facsimile: (201) 985-8266

	With a copy to:
	 	Cornell Capital Partners, LP

	 
	 	101 Hudson Street – Suite 3700
	 
	 	Jersey City, NJ  07302

	 
	 	Attention: David Gonzalez, Esq.

	 
	 	Telephone: (201) 985-8300

	 
	 	Facsimile: (201) 985-8266







Any party may change its address by providing written notice to the other parties hereto at least
five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission or (C) provided by a courier
or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.



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.



d. The corporate laws of the State of New Jersey shall govern all issues concerning the
relative rights of the Company and the Investor under this Agreement. All other questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New Jersey, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New Jersey or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of New Jersey. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the
Superior Courts of the State of New Jersey, sitting in Hudson County, New Jersey and the Federal
District Court for the District of New Jersey sitting in Newark, New Jersey, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, 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 brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. 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 to such party at the address for such 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 manner
permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.



e. This Agreement, the Standby Equity Distribution Agreement, and the Placement Agent
Agreement 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, the Standby Equity
Distribution Agreement, and the Placement Agent Agreement supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof.



f. This Agreement shall inure to the benefit of and be binding upon the permitted 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 identical 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.



j. 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.



k. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of day and year first above written.



	 
	 

	Viaspace Inc.

	 

	By: /S/ CARL KUKKONEN

	 

	 

	Name: Carl Kukkonen

	 

	Title: President and Chief Executive

Officer

	 

	Cornell Capital Partners, LP

	 

	By: Yorkville Advisors, LLC

	 

	Its: General Partner

	 

	By: /S/ MARK ANGELO

	 

	 

	Name: Mark Angelo

	 

	Title: Portfolio Manager







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EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS




OF REGISTRATION STATEMENT




Attention:



Re: VIASPACE INC.



Ladies and Gentlemen:



We are counsel to VIASPACE Inc. (the “Company”), and have represented the Company in
connection with that certain Standby Equity Distribution Agreement (the “Standby Equity
Distribution Agreement”) entered into by and between the Company and Cornell Capital Partners,
LP (the “Investor”) pursuant to which the Company issued to the Investor shares of its
Common Stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Standby
Equity Distribution Agreement, the Company also has entered into a Registration Rights Agreement
with the Investor (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) under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights Agreement, on      
     , the Company filed a Registration Statement on Form      (File No. 333-     ) (the
“Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names the Investor as a selling stockholder
thereunder.



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




Very truly yours,




By:



cc: Cornell Capital Partners, LP




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