EX 10.2


    
      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of May 25, 2007, among Celsia Technologies, Inc.,
        a
        Nevada corporation (the “Company”)
        and
        the several purchasers signatory hereto (each such purchaser, a “Purchaser”
and,
        collectively, the “Purchasers”).

      


      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof, between the Company and each Purchaser (the “Purchase
        Agreement”).

      


      The
        Company and each Purchaser hereby agrees as follows:

      


      1.
         Definitions

      


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

      


      “Advice”
shall
        have the meaning set forth in Section 6(d).

      


      “Effectiveness
        Date”
means,
        with respect to the initial Registration Statement required to be filed
        hereunder, the 90th
        calendar
        day following the earlier of (i) the Filing Date of such Registration Statement
        or (ii) the date such initial Registration Statement is actually filed with
        the
        Commission and with respect to any additional Registration Statements which
        may
        be required pursuant to Section 3(c), the 90th
        calendar
        day following the date on which the Company first knows, or reasonably should
        have known, that such additional Registration Statement is required hereunder;
        provided,
        however,
        that in
        the event the Company is notified by the Commission that one of the above
        Registration Statements will not be reviewed or is no longer subject to further
        review and comments, the Effectiveness Date as to such Registration Statement
        shall be the fifth Trading Day following the date on which the Company is
        so
        notified if such date precedes the dates required above.

      


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

      


      “Event”
shall
        have the meaning set forth in Section 2(b).

      


      “Event
        Date”
shall
        have the meaning set forth in Section 2(b).

      


      “Filing
        Date”
means,
        with respect to the initial Registration Statement required hereunder, the
        earlier of (i) the 30th
        calendar
        day following the date the Company receives a written request from the Holders
        of at least 70% in interest of the Registrable Securities then outstanding
        to
        file the initial Registration Statement hereunder and (ii) the 180th
        calendar
        day following the date hereof, and, with respect to any additional Registration
        Statements which may be required pursuant to Section 3(c), the 30th
        calendar


      
        
           

        

        
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      day
        following the date on which the Company first knows, or reasonably should
        have
        known, that such additional Registration Statement is required
        hereunder.

      


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

      


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

      


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

      


      “Initial
        Registration Statement”
means
        the initial Registration Statement filed pursuant to this
        Agreement.

       

      “Initial
        Shares”
means
        a
        number of Registrable Securities equal to one-third of the number of shares
        of
        Common Stock issued and outstanding and held by non-affiliates of the Company
        immediately prior to the filing date of the Initial Registration
        Statement.

      


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

      


      “Plan
        of Distribution”
shall
        have the meaning set forth in Section 2(a). 

      


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

      


      “Registrable
        Securities”
means
        (i) all of the shares of Common Stock issuable upon conversion in full of
        the
        Debentures, (ii) all shares of Common Stock issuable as interest or principal
        on
        the Debentures assuming all permissible interest and principal payments are
        made
        in shares of Common Stock and the Debentures are held until maturity, (iii)
        all
        Warrant Shares, (iv) any additional shares of Common Stock issuable in
        connection with any anti-dilution provisions in the Debentures or the Warrants
        (in each case, without giving effect to any limitations on conversion set
        forth
        in the Debenture or limitations on exercise set forth in the Warrant) and
        (v)
        any securities issued or issuable upon any stock split, dividend or other
        distribution, recapitalization or similar event with respect to the foregoing.
        

      


      “Registration
        Statement”
means
        the registration statement required to be filed hereunder and any additional
        registration statements contemplated by Section 3(c), including (in each
        case)
        the Prospectus, amendments and supplements to such registration statement
        or
        Prospectus, including pre- and post-effective amendments, all
        exhibits


      
        
           

        

        
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      thereto,
        and all material incorporated by reference or deemed to be incorporated by
        reference in such registration statement.

      


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

      


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

      


      “Selling
        Shareholder Questionnaire”
shall
        have the meaning set forth in Section 3(a).

      


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

       

      2.
         Shelf
        Registration

      


      (a) On
        or
        prior to each Filing Date, the Company shall prepare and file with the
        Commission a Registration Statement covering the resale of all or such portion
        of the Registrable Securities as permitted by SEC Guidance (provided that
        the
        Company shall use diligent efforts to advocate with the Commission for the
        registration of all of the Registrable Securities in accordance with the
        SEC
        Guidance, including without limitation, the Manual of Publicly Available
        Telephone Interpretations D.29) that are not then registered on an effective
        Registration Statement for an offering to be made on a continuous basis pursuant
        to Rule 415. The Registration Statement shall be on Form S-3 (except if the
        Company is not then eligible to register for resale the Registrable Securities
        on Form S-3, in which case such registration shall be on another appropriate
        form in accordance herewith) and shall contain (unless otherwise directed
        by at
        least an 85% majority in interest of the Holders) substantially the
“Plan
        of Distribution”
        attached hereto as Annex
        A.
        Subject
        to the terms of this Agreement, the Company shall use its best efforts to
        cause
        a Registration Statement to be declared effective under the Securities Act
        as
        promptly as possible after the filing thereof, but in any event prior to
        the
        applicable Effectiveness Date, and shall use its best efforts to keep such
        Registration Statement continuously effective under the Securities Act until
        all
        Registrable Securities covered by such Registration Statement have been sold,
        or
        may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
        Period”)
        as
        determined by the counsel to the Company pursuant to a written opinion letter
        to
        such effect, addressed and acceptable to the Company’s transfer agent and the
        affected Holders; provided, however, that each Holder shall provide the Company
        with such information as may reasonably be requested in order to determine
        whether such Registrable Securities may be sold pursuant to Rule 144(k).
        The Company shall telephonically request effectiveness of a
        Registration


      
        
           

        

        
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      Statement
        as of 5:00 p.m. New York City time on a Trading Day. The Company shall
        immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf”
format data file of the effectiveness of a Registration Statement on the
        same
        Trading Day that the Company telephonically confirms effectiveness with the
        Commission, which shall be the date requested for effectiveness of a
        Registration Statement. The Company shall, by 9:30 a.m. New York City time
        on
        the Trading Day after the Effective Date, file a final Prospectus with the
        Commission as required by Rule 424. Failure to so notify the Holder within
        1
        Trading Day of such notification of effectiveness or failure to file a final
        Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding
        any other provision of this Agreement and subject to the payment of liquidated
        damages in Section 2(b), if any SEC Guidance sets forth a limitation of the
        number of Registrable Securities permitted to be registered on a particular
        Registration Statement (and notwithstanding that the Company used diligent
        efforts to advocate with the Commission for the registration of all or a
        greater
        number of Registrable Securities), unless otherwise directed in writing by
        a
        Holder as to its Registrable Securities, the number of Registrable Securities
        to
        be registered on such Registration Statement will first be reduced by
        Registrable Securities represented by Warrant Shares (applied, in the case
        that
        some Warrant Shares may be registered, to the Holders on a pro rata basis
        based
        on the total number of unregistered Warrant Shares held by such Holders),
        and
        second by Registrable Securities represented by Conversion Shares (applied,
        in
        the case that some Conversion Shares may be registered, to the Holders on
        a pro
        rata basis based on the total number of unregistered Conversion Shares held
        by
        such Holders).

      


      (b) If:
        (i)
        the Initial Registration Statement is not filed on or prior to its Filing
        Date
        (if the Company files the Initial Registration Statement without affording
        the
        Holders the opportunity to review and comment on the same as required by
        Section
        3(a) herein, the Company shall be deemed to have not satisfied this clause
        (i)),
        or (ii) the Company fails to file with the Commission a request for acceleration
        of a Registration Statement in accordance with Rule 461 promulgated under
        the
        Securities Act, within five Trading Days of the date that the Company is
        notified (orally or in writing, whichever is earlier) by the Commission that
        such Registration Statement will not be “reviewed” or not be subject to further
        review, or (iii) prior to the Effectiveness Date of a Registration Statement,
        the Company fails to file a pre-effective amendment and otherwise respond
        in
        writing to comments made by the Commission in respect of such Registration
        Statement within 20 Trading Days after the receipt of comments by or notice
        from
        the Commission that such amendment is required in order for such Registration
        Statement to be declared effective, or (iv) as to, in the aggregate among
        all
        Holders on a pro-rata basis based on their purchase of the Securities pursuant
        to the Purchase Agreement, a Registration Statement registering for resale
        all
        of the Initial Shares is not declared effective by the Commission by the
        Effectiveness Date of the Initial Registration Statement, or (v) all of the
        Registrable Securities are not registered for resale pursuant to one or more
        effective Registration Statements on or before May 25, 2009, or (vi) after
        the
        Effectiveness Date of a Registration Statement, such Registration Statement
        ceases for any reason to remain continuously effective as to all Registrable
        Securities included in such Registration Statement, or the Holders are otherwise
        not permitted to utilize the Prospectus therein to resell such Registrable
        Securities, for more than 20 consecutive Trading Days or more


      
        
           

        

        
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      than
        an
        aggregate of 30 Trading Days during any 12-month period (which need not be
        consecutive calendar days) (any such failure or breach being referred to
        as an
“Event”,
        and
        for purposes of clause (i), (iv) or (v) the date on which such Event occurs,
        or
        for purposes of clause (ii) the date on which such five Trading Day period
        is
        exceeded, or for purposes of clause (iii) the date which such 20 Trading
        Day
        period is exceeded, or for purposes of clause (vi) the date on which such
        20 or
        30 Trading Day period, as applicable, is exceeded being referred to as
“Event
        Date”),
        then,
        in addition to any other rights the Holders may have hereunder or under
        applicable law, on each such Event Date and on each monthly anniversary of
        each
        such Event Date (if the applicable Event shall not have been cured by such
        date)
        until the applicable Event is cured, the Company shall pay to each Holder
        an
        amount in cash, as partial liquidated damages and not as a penalty, equal
        to
        1.0% of the aggregate purchase price paid by such Holder pursuant to the
        Purchase Agreement for any unregistered Registrable Securities then held
        by such
        Holder. The parties agree that (1) the Company shall not be liable for
        liquidated damages under this Agreement with respect to any Warrants or Warrant
        Shares, (2) in no event will the Company be liable for liquidated damages
        under
        this Agreement in excess of 1.0% of the aggregate Subscription Amount of
        the
        Holders in any 30-day period and (3) the maximum aggregate liquidated damages
        payable to a Holder under this Agreement shall be 24% of the aggregate
        Subscription Amount paid by such Holder pursuant to the Purchase Agreement.
        If
        the Company fails to pay any partial liquidated damages pursuant to this
        Section
        in full within seven days after the date payable, the Company will pay interest
        thereon at a rate of 18% per annum (or such lesser maximum amount that is
        permitted to be paid by applicable law) to the Holder, accruing daily from
        the
        date such partial liquidated damages are due until such amounts, plus all
        such
        interest thereon, are paid in full. The partial liquidated damages pursuant
        to
        the terms hereof shall apply on a daily pro rata basis for any portion of
        a
        month prior to the cure of an Event.

       

      3.
         Registration
        Procedures.

       

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

      


      (a) Not
        less
        than five Trading Days prior to the filing of each Registration Statement
        and
        not less than one Trading Day prior to the filing of any related Prospectus
        or
        any amendment or supplement thereto (including any document that would be
        incorporated or deemed to be incorporated therein by reference), the Company
        shall (i) furnish to each Holder copies of all such documents proposed to
        be
        filed, which documents (other than those incorporated or deemed to be
        incorporated by reference) will be subject to the review of such Holders
        and
        (ii) cause its officers and directors, counsel and independent certified
        public
        accountants to respond to such inquiries as shall be necessary, in the
        reasonable opinion of respective counsel to each Holder, to conduct a reasonable
        investigation within the meaning of the Securities Act. The Company shall
        not
        file a Registration Statement or any such Prospectus or any amendments or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities shall reasonably object in good faith, provided that the Company
        is
        notified of such objection in writing


      
        
           

        

        
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      no
        later
        than 5 Trading Days after the Holders have been so furnished copies of a
        Registration Statement or 2 Trading Days after the Holders have been so
        furnished copies of any related Prospectus or amendments or supplements thereto.
        Each Holder agrees to furnish to the Company a completed questionnaire in
        the
        form attached to this Agreement as Annex
        B
        (a
“Selling
        Shareholder Questionnaire”)
        not
        less than two Trading Days prior to the Filing Date or by the end of the
        fourth
        Trading Day following the date on which such Holder receives draft materials
        in
        accordance with this Section. 

      


      (b) (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to a Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep a Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement (subject to the terms
        of this
        Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
        424; (iii) respond as promptly as reasonably possible to any comments received
        from the Commission with respect to a Registration Statement or any amendment
        thereto and provide as promptly as reasonably possible to the Holders true
        and
        complete copies of all correspondence from and to the Commission relating
        to a
        Registration Statement (provided that the Company may excise any information
        contained therein which would constitute material non-public information
        as to
        any Holder which has not executed a confidentiality agreement with the Company);
        and (iv) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by a Registration Statement during the applicable period
        in
        accordance (subject to the terms of this Agreement) with the intended methods
        of
        disposition by the Holders thereof set forth in such Registration Statement
        as
        so amended or in such Prospectus as so supplemented.

      


      (c) If
        during
        the Effectiveness Period and after the initial Registration Statement required
        to be filed hereunder has been declared effective by the Commission, the
        number
        of Registrable Securities at any time exceeds 100% of the number of shares
        of
        Common Stock then registered in a Registration Statement, then the Company
        shall
        file as soon as reasonably practicable, but in any case prior to the applicable
        Filing Date, an additional Registration Statement covering the resale by
        the
        Holders of not less than the number of such Registrable Securities.


      


      (d) Notify
        the Holders of Registrable Securities to be sold (which notice shall, pursuant
        to clauses (iii) through (vi) hereof, be accompanied by an instruction to
        suspend the use of the Prospectus until the requisite changes have been made)
        as
        promptly as reasonably possible (and, in the case of (i)(A) below, not less
        than
        2 Trading Days prior to such filing) and (if requested by any such Person)
        confirm such notice in writing no later than 2 Trading Days following the
        day
        (i)(A) when a Prospectus or any Prospectus supplement or post-effective
        amendment to a Registration Statement is proposed to be filed; (B) when the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing
        on


      
        
           

        

        
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      such
        Registration Statement; and (C) with respect to a Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other federal or state governmental authority
        for amendments or supplements to a Registration Statement or Prospectus or
        for
        additional information; (iii) of the issuance by the Commission or any other
        federal or state governmental authority of any stop order suspending the
        effectiveness of a Registration Statement covering any or all of the Registrable
        Securities or the initiation of any Proceedings for that purpose; (iv) of
        the
        receipt by the Company of any notification with respect to the suspension
        of the
        qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction, or the initiation or threatening
        of any
        Proceeding for such purpose; (v) of the occurrence of any event or passage
        of
        time that makes the financial statements included in a Registration Statement
        ineligible for inclusion therein or any statement made in a Registration
        Statement or Prospectus or any document incorporated or deemed to be
        incorporated therein by reference untrue in any material respect or that
        requires any revisions to a Registration Statement, Prospectus or other
        documents so that, in the case of a Registration Statement or the Prospectus,
        as
        the case may be, it will not contain any untrue statement of a material fact
        or
        omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading; and (vi) the occurrence or existence of any pending
        corporate development with respect to the Company that the Company believes
        may
        be material and that, in the determination of the Company, makes it not in
        the
        best interest of the Company to allow continued availability of a Registration
        Statement or Prospectus, provided that any and all of such information shall
        remain confidential to each Holder until such information otherwise becomes
        public, unless disclosure by a Holder is required by law; provided,
        further,
        that
        notwithstanding each Holder’s agreement to keep such information confidential,
        the Holders make no acknowledgement that any such information is material,
        non-public information.

      


      (e) Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of
        (i) any order suspending the effectiveness of a Registration Statement, or
        (ii)
        any suspension of the qualification (or exemption from qualification) of
        any of
        the Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment.

      


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

      


      (g) Subject
        to the terms of this Agreement, the Company hereby consents to the use of
        such
        Prospectus and each amendment or supplement thereto by each of the selling
        Holders in connection with the offering and sale of the Registrable Securities
        covered by such Prospectus and any amendment or supplement thereto, except
        after
        the giving of any notice pursuant to Section 3(d).


      
        
           

        

        
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      (h) 
        The
        Company shall effect a filing with respect to the public offering contemplated
        by the Registration Statement (an “Issuer
        Filing”)
        with
        the National Association of Securities Dealers, Inc. (“NASD”)
        Corporate Financing Department pursuant to NASD Rule 2710(b)(10)(A)(i) within
        one Trading Day of the date that the Registration Statement is first filed
        with
        the Commission and pay the filing fee required by such Issuer Filing. The
        Company shall use commercially reasonable efforts to pursue the Issuer Filing
        until the NASD issues a letter confirming that it does not object to the
        terms
        of the offering contemplated by the Registration Statement. A copy of the
        Issuer
        Filing and all related correspondence with respect thereto shall be provided
        to
        FWS.

      


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

      


      (j) If
        requested by the Holders, cooperate with the Holders to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to a Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement,
        of all restrictive legends, and to enable such Registrable Securities to
        be in
        such denominations and registered in such names as any such Holders may
        request.

      


      (k) Upon
        the
        occurrence of any event contemplated by Section 3(d), as promptly as reasonably
        possible under the circumstances taking into account the Company’s good faith
        assessment of any adverse consequences to the Company and its stockholders
        of
        the premature disclosure of such event, prepare a supplement or amendment,
        including a post-effective amendment, to a Registration Statement or a
        supplement to the related Prospectus or any document incorporated or deemed
        to
        be incorporated therein by reference, and file any other required document
        so
        that, as thereafter delivered, neither a Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        statements therein, in light of the circumstances under which they were made,
        not misleading. If
        the
        Company notifies the Holders in accordance with clauses (iii) through (vi)
        of
        Section 3(d) above to suspend the use of any Prospectus until the requisite
        changes to such Prospectus have been made, then the Holders shall suspend
        use of
        such Prospectus. The Company will use its best efforts to


      
        
           

        

        
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      ensure
        that the use of the Prospectus may be resumed as promptly as is practicable.
        The
        Company shall be entitled to exercise its right under this Section 3(k) to
        suspend the availability of a Registration Statement and Prospectus, subject
        to
        the payment of partial liquidated damages pursuant to Section 2(b), for a
        period
        not to exceed 60 calendar days (which need not be consecutive days) in any
        12
        month period.

      


      (l) Comply
        with all applicable rules and regulations of the Commission.

      


      (m) The
        Company may require each selling Holder to furnish to the Company a certified
        statement as to the number of shares of Common Stock beneficially owned by
        such
        Holder and, if required by the Commission, the natural persons thereof that
        have
        voting and dispositive control over the Common Stock. During any periods
        that
        the Company is unable to meet its obligations hereunder with respect to the
        registration of the Registrable Securities solely because any Holder fails
        to
        furnish such information within three Trading Days of the Company’s request or a
        completed Selling Shareholder Questionnaire as described in Section 3(a)
        above,
        any liquidated damages that are accruing at such time as to such Holder only
        shall be tolled and any Event that may otherwise occur solely because of
        such
        delay shall be suspended as to such Holder only, until such information is
        delivered to the Company, and the Company shall be permitted to exclude such
        Holder from such Registration Statement, provided that as soon as such
        information and/or questionnaire is furnished, the Company shall use its
        best
        efforts to include such Holder on the Registration Statement after
        filing.

      


      4.
         Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to a Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        fees and expenses) (A) with respect to filings required to be made with any
        Trading Market on which the Common Stock is then listed for trading, (B)
        in
        compliance with applicable state securities or Blue Sky laws reasonably agreed
        to by the Company in writing (including, without limitation, fees and
        disbursements of counsel for the Company in connection with Blue Sky
        qualifications or exemptions of the Registrable Securities) and (C) if not
        previously paid by the Company in connection with an Issuer Filing, with
        respect
        to any filing that may be required to be made by any broker through which
        a
        Holder intends to make sales of Registrable Securities with NASD Regulation,
        Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no
        more
        than a customary brokerage commission in connection with such sale, (ii)
        printing expenses (including, without limitation, expenses of printing
        certificates for Registrable Securities), (iii) messenger, telephone and
        delivery expenses, (iv) fees and disbursements of counsel for the Company,
        (v)
        Securities Act liability insurance, if the Company so desires such insurance,
        and (vi) fees and expenses of all other Persons retained by the Company in
        connection with the consummation of the transactions contemplated by this
        Agreement. In addition, the Company shall be responsible for all of its internal
        expenses incurred in connection with the consummation of the transactions
        contemplated by this Agreement (including, without limitation, all salaries
        and
        expenses of its officers and employees performing legal or accounting duties),
        the expense of any annual audit and the fees and expenses incurred in connection
        with the listing of the Registrable Securities on


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      


      any
        securities exchange as required hereunder. In no event shall the Company
        be
        responsible for any broker or similar commissions of any Holder or, except
        to
        the extent provided for in the Transaction Documents, any legal fees or other
        costs of the Holders.

      


      5.
         Indemnification.

      


      (a) Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, members, partners, agents,
        brokers (including brokers who offer and sell Registrable Securities as
        principal as a result of a pledge or any failure to perform under a margin
        call
        of Common Stock), investment advisors and employees (and any other Persons
        with
        a functionally equivalent role of a Person holding such titles, notwithstanding
        a lack of such title or any other title) of each of them, each Person who
        controls any such Holder (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) and the officers, directors, members,
        shareholders, partners, agents and employees (and any other Persons with
        a
        functionally equivalent role of a Person holding such titles, notwithstanding
        a
        lack of such title or any other title) of each such controlling Person, to
        the
        fullest extent permitted by applicable law, from and against any and all
        losses,
        claims, damages, liabilities, costs (including, without limitation, reasonable
        attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to (1) any untrue or alleged untrue
        statement of a material fact contained in a Registration Statement, any
        Prospectus or any form of prospectus or in any amendment or supplement thereto
        or in any preliminary prospectus, or arising out of or relating to any omission
        or alleged omission of a material fact required to be stated therein or
        necessary to make the statements therein (in the case of any Prospectus or
        supplement thereto, in light of the circumstances under which they were made)
        not misleading or (2) any violation or alleged violation by the Company of
        the
        Securities Act, the Exchange Act or any state securities law, or any rule
        or
        regulation thereunder, in connection with the performance of its obligations
        under this Agreement, except to the extent, but only to the extent, that
        (i)
        such untrue statements or omissions are based solely upon information regarding
        such Holder furnished in writing to the Company by such Holder expressly
        for use
        therein, or to the extent that such information relates to such Holder or
        such
        Holder’s proposed method of distribution of Registrable Securities and was
        reviewed and expressly approved in writing by such Holder expressly for use
        in a
        Registration Statement, such Prospectus or in any amendment or supplement
        thereto (it being understood that the Holder has approved Annex A hereto
        for
        this purpose) or (ii) in the case of an occurrence of an event of the type
        specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated
        or
        defective Prospectus after the Company has notified such Holder in writing
        that
        the Prospectus is outdated or defective and prior to the receipt by such
        Holder
        of the Advice contemplated in Section 6(d). The Company shall notify the
        Holders
        promptly of the institution, threat or assertion of any Proceeding arising
        from
        or in connection with the transactions contemplated by this Agreement of
        which
        the Company is aware.

      


      (b) Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees,


      
        
           

        

        
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      each
        Person who controls the Company (within the meaning of Section 15 of the
        Securities Act and Section 20 of the Exchange Act), and the directors, officers,
        agents or employees of such controlling Persons, to the fullest extent permitted
        by applicable law, from and against all Losses, as incurred, to the extent
        arising out of or based solely upon: (x) such Holder’s failure to comply with
        the prospectus delivery requirements of the Securities Act or (y) any untrue
        or
        alleged untrue statement of a material fact contained in any Registration
        Statement, any Prospectus, or in any amendment or supplement thereto or in
        any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading (i) to the extent, but only to the
        extent,
        that such untrue statement or omission is contained in any information so
        furnished in writing by such Holder to the Company specifically for inclusion
        in
        such Registration Statement or such Prospectus or (ii) to the extent that
        such
        information relates to such Holder’s proposed method of distribution of
        Registrable Securities and was reviewed and expressly approved in writing
        by
        such Holder expressly for use in a Registration Statement (it being understood
        that the Holder has approved Annex A hereto for this purpose), such Prospectus
        or in any amendment or supplement thereto or (ii) in the case of an occurrence
        of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
        Holder of an outdated or defective Prospectus after the Company has notified
        such Holder in writing that the Prospectus is outdated or defective and prior
        to
        the receipt by such Holder of the Advice contemplated in Section 6(d). In
        no
        event shall the liability of any selling Holder hereunder be greater in amount
        than the dollar amount of the net proceeds received by such Holder upon the
        sale
        of the Registrable Securities giving rise to such indemnification
        obligation.

      


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

      


      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and counsel to the Indemnified Party shall
        reasonably believe that a material conflict of interest is
        likely


      
        
           

        

        
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      to
        exist
        if the same counsel were to represent such Indemnified Party and the
        Indemnifying Party (in which case, if such Indemnified Party notifies the
        Indemnifying Party in writing that it elects to employ separate counsel at
        the
        expense of the Indemnifying Party, the Indemnifying Party shall not have
        the
        right to assume the defense thereof and the reasonable fees and expenses
        of no
        more than one separate counsel shall be at the expense of the Indemnifying
        Party). The Indemnifying Party shall not be liable for any settlement of
        any
        such Proceeding effected without its written consent, which consent shall
        not be
        unreasonably withheld or delayed. No Indemnifying Party shall, without the
        prior
        written consent of the Indemnified Party, effect any settlement of any pending
        Proceeding in respect of which any Indemnified Party is a party, unless such
        settlement includes an unconditional release of such Indemnified Party from
        all
        liability on claims that are the subject matter of such Proceeding.

      


      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such fees and expenses
        applicable to such actions for which such Indemnified Party is judicially
        determined to be not entitled to indemnification hereunder.

      


      (d) Contribution.
        If the
        indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
        Party or insufficient to hold an Indemnified Party harmless for any Losses,
        then
        each Indemnifying Party shall contribute to the amount paid or payable by
        such
        Indemnified Party, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
        by such party in connection with any Proceeding to the extent such party
        would
        have been indemnified for such fees or expenses if the indemnification provided
        for in this Section was available to such party in accordance with its
        terms.

      


      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      


      excess
        of
        the amount by which the net proceeds actually received by such Holder from
        the
        sale of the Registrable Securities subject to the Proceeding exceeds the
        amount
        of any damages that such Holder has otherwise been required to pay by reason
        of
        such untrue or alleged untrue statement or omission or alleged
        omission.

      


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

       

      6.
         Miscellaneous.

      


      (a) Remedies.
        In the
        event of a breach by the Company or by a Holder of any of their respective
        obligations under this Agreement, each Holder or the Company, as the case
        may
        be, in addition to being entitled to exercise all rights granted by law and
        under this Agreement, including recovery of damages, shall be entitled to
        specific performance of its rights under this Agreement. The Company and
        each
        Holder agree that monetary damages would not provide adequate compensation
        for
        any losses incurred by reason of a breach by it of any of the provisions
        of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall not assert or shall
        waive the defense that a remedy at law would be adequate.

      


      (b) No
        Piggyback on Registrations.
        Except
        as set forth on Schedule
        6(b),
        neither
        the Company nor any of its security holders (other than the Holders in such
        capacity pursuant hereto) may include securities of the Company in the
        Registration Statements other than the Registrable Securities. The Company
        shall
        not file any other registration statements until all Registrable Securities
        are
        registered pursuant to a Registration Statement that is declared effective
        by
        the Commission, provided that this Section 6(b) shall not prohibit the Company
        from filing amendments to registration statements filed prior to the date
        of
        this Agreement.

      


      (c) Compliance.
        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.

      


      (d) Discontinued
        Disposition.
        By its
        acquisition of Registrable Securities, each Holder agrees that, upon receipt
        of
        a notice from the Company of the occurrence of any event of the kind described
        in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
        disposition of such Registrable Securities under a Registration Statement
        until
        it is advised in writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus (as it may have been
        supplemented or amended) may be resumed. The Company will use its best efforts
        to ensure that the use of the Prospectus may be resumed as promptly as it
        practicable. The Company agrees and acknowledges that any periods during
        which
        the Holder is required to discontinue the disposition of the Registrable
        Securities hereunder shall be subject to the provisions of Section
        2(b).


      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      


      (e) Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        relating to equity securities to be issued solely in connection with any
        acquisition of any entity or business or equity securities issuable in
        connection with the stock option or other employee benefit plans, then the
        Company shall send to each Holder a written notice of such determination
        and, if
        within fifteen days after the date of such notice, any such Holder shall
        so
        request in writing, the Company shall include in such registration statement
        all
        or any part of such Registrable Securities such Holder requests to be
        registered; provided,
        however,
        that
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
        144(k) promulgated under the Securities Act or that are the subject of a
        then
        effective Registration Statement.

      


      (f) Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of 70% or more of the then outstanding
        Registrable Securities (including, for this purpose, any Registrable Securities
        issuable upon conversion or exercise of any Security). If a Registration
        Statement does not register all of the Registrable Securities pursuant to
        a
        waiver or amendment done in compliance with the previous sentence, then the
        number of Registrable Securities to be registered for each Holder shall be
        reduced pro rata among all Holders and each Holder shall have the right to
        designate which of its Registrable Securities shall be omitted from such
        Registration Statement. Notwithstanding the foregoing, a waiver or consent
        to
        depart from the provisions hereof with respect to a matter that relates
        exclusively to the rights of Holders and that does not directly or indirectly
        affect the rights of other Holders may be given by Holders of all of the
        Registrable Securities to which such waiver or consent relates; provided,
        however,
        that
        the provisions of this sentence may not be amended, modified, or supplemented
        except in accordance with the provisions of the immediately preceding sentence.
        

      


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

      


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

      


      (i) No
        Inconsistent Agreements.
        Neither
        the Company nor any of its Subsidiaries has entered, as of the date hereof,
        nor
        shall the Company or any of its Subsidiaries, on or after the date of this
        Agreement, enter into any agreement with respect to its securities, that
        would
        have the effect of impairing the rights granted to the Holders in this Agreement
        or otherwise conflicts


      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      


      with
        the
        provisions hereof. Except as set forth on the Disclosure Schedules to the
        Purchase Agreement, neither the Company nor any of its subsidiaries has
        previously entered into any agreement granting any registration rights with
        respect to any of its securities to any Person that have not been satisfied
        in
        full.

      


      (j) Execution
        and Counterparts.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission or by e-mail delivery of a “.pdf” format data file, such signature
        shall create a valid and binding obligation of the party executing (or on
        whose
        behalf such signature is executed) with the same force and effect as if such
        facsimile or “.pdf” signature page were an original thereof.

      


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

      


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

      


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

      


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

      


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

       

       

      ********************


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above.

       

       

      
        	
                CELSIA
                  TECHNOLOGIES, INC.

              
	 
	 
	
                By: 
                  /s/
                  Michael Karpheden

                
                  

                

                Name:
                  Michael Karpheden

                Title:
                  Chief Financial Officer

              


      

           

      


      


      


      


      


      


      


      


      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS]

      



      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      


      [SIGNATURE
        PAGE OF HOLDERS TO CSAT RRA]

      


       

      Name
        of
        Holder: __________________________

      


      Signature
        of Authorized Signatory of Holder:
        __________________________*

      


      Name
        of
        Authorized Signatory: _________________________

      


      Title
        of
        Authorized Signatory: __________________________

       

      


      


      [SIGNATURE
        PAGES CONTINUE]

      


      


      *
        Executed by each Holder

       

      
        
           

        

          -17-