EXECUTION
      COPY


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this "Agreement")
      is made
      and entered into as of November 17, 2007, by and among New Paradigm Productions,
      Inc., a Nevada corporation which will change its corporate name to China Marine
      Food Group Limited (the "Company"),
      and
      the investors signatory hereto (each an "Investor"
      and
      collectively, the "Investors").

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company, Pengfei Liu, as the make good pledgor and the
      Investors (the "Purchase
      Agreement").

     

    The
      Company and the Investors hereby agree as follows: 

     

    1.  Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms have the respective
      meanings set forth in this Section
      1:

     

    “2008
      Delivery Date”
      means
      the date on which the 2008 Make Good Shares are required to be delivered to
      the
      Investors by the
      Make
      Good Pledgor
      pursuant
      to Section
      5.2
      of the
      Purchase Agreement, but only if delivery thereof is then required by the
      applicable provisions of such Section 5.2.

     

    “2009
      Delivery Date”
      means
      the date on which the 2009 Make Good Shares are required to be delivered to
      the
      Investors by the Make Good Pledgor
      pursuant
      to Section
      5.2
      of the
      Purchase Agreement, but only if delivery thereof is then required by the
      applicable provisions of such Section 5.2.

     

    “Advice”
      has
      the
      meaning set forth in Section
      7(d).

     

    “Available
      Undersubscription Amount” has
      the
      meaning set forth in Section
      6.
      

     

    “Allowable
      Maximum”
      has the
      meaning set forth in Section
      2(g).

     

    “Agent
      Warrant Shares”
      means
      any shares of Common Stock issuable upon the exercise of warrants issued to
      any
      placement agent as compensation in connection with the financing that is the
      subject of the Purchase Agreement.

     

    “Basic
      Amount” has
      the
      meaning set forth in Section
      6.

     

    “Business
      Day”
      means
      any day other than Saturday, Sunday or any other day which is a United States
      federal legal holiday or a day in which banking institutions in the State of
      New
      York or the province of Fujian in the People’s Republic of China are authorized
      or required by law or other governmental action to close.

     

    “California
      Courts”
      means
      the state and federal courts sitting in the State of California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock Equivalents” has
      the
      meaning set forth in Section
      6.

     

    “Consultant”
      means
      Yorkshire Capital Limited or its designee.

     

    “Consultant
      Warrant Shares” means
      any
      shares of Common Stock issuable upon the exercise of warrants issued to the
      Consultant as compensation for past services provided to Nice
      Enterprise.

     

    “Convertible
      Securities” has
      the
      meaning set forth in Section
      6.

     

    "Effective
      Date"
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    “Effectiveness
      Date”
      means:
      (a) with respect to the
      Registration Statement required to be filed under Section
      2(a),
      the
      earlier of (i) the 180th
      day
      following the Closing Date, and (ii) the fifth Trading Day following the date
      on
      which the Company is notified by the Commission that such Registration Statement
      will not be reviewed or is no longer subject to further review and comments;
      (b)
      with respect to a Registration Statement required to be filed under Section
      2(b),
      the
      earlier of: (i) the 75th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock; provided,
      that,
      if the Commission reviews and has written comments to such filed Registration
      Statement that would require the filing of a pre-effective amendment thereto
      with the Commission, then the Effectiveness Date under this clause (b)(i) shall
      be the 90th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, and (ii) the fifth Trading Day following
      the date on which the Company is notified by the Commission that the
      Registration Statement will not be reviewed or is no longer subject to further
      review and comments; (c) with respect to a Registration Statement required
      to be
      filed under Section
      2(c),
      the
      earlier of: (i) the 90th
      day
      following the 2008 Delivery Date and (ii) the fifth Trading Day following the
      date on which the Company is notified by the Commission that the Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments; and (d) with respect to a Registration Statement required to be filed
      under Section
      2(d),
      the
      earlier of: (i) the 90th
      day
      following the 2009 Delivery Date and (ii) the fifth Trading Day following the
      date on which the Company is notified by the Commission that the Registration
      Statement will not be reviewed or is no longer subject to further review and
      comments.

     

    "Effectiveness
      Period"
      has the
      meaning set forth in Section
      2(a).

     

    “Event”
      has the
      meaning set forth in Section
      2(h).

     

    “Event
      Date”
      has the
      meaning set forth in Section
      2(h).

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    “Excluded
      Events”
      has the
      meaning set forth in Section
      2(i).

     

    “Exempt
      Issuance”
means
      the issuance of: 

     

    
      
        
        

      

      
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    (a)
      shares of Common Stock or options to employees, officers or independent
      directors of the Company pursuant to any stock or option plan duly approved
      by
      the Company’s stockholders, provided such issuances are approved by the Board of
      Directors of the Company or a majority of the members of a committee of
      directors established for such purpose, but including therein the approval
      of a
      majority of the independent directors on the Board or such
      committee;

     

    (b)
      securities upon the exercise or exchange of or conversion of any Securities
      issued hereunder or to any placement agents in connection with the transactions
      contemplated hereby and/or securities exercisable or exchangeable for or
      convertible into shares of Common Stock issued and outstanding on the date
      of
      this Agreement, provided that such securities have not been amended since the
      date of this Agreement to increase the number of such securities or to decrease
      the exercise, exchange or conversion price of any such securities; or


     

    (c)
      securities issued pursuant to acquisitions or strategic transactions, provided
      any such issuance shall only be to a Person that is, itself or through its
      subsidiaries, an operating company in a business synergistic with the business
      of the Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the Company
      is
      issuing securities primarily for the purpose of raising capital or to an entity
      whose primary business is investing in securities.

     

    "Filing
      Date"
      means
      (a) with respect to the Registration Statement required to be filed under
Section
      2(a),
      the
      30th day following the Closing Date, (b) with respect to a Registration
      Statement required to be filed under Section
      2(b),
      the
      30th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock, (c) with respect to the Registration
      Statement required to be filed under Section
      2(c),
      the
      45th
      day
      following the 2008 Delivery Date (provided that if the Company is then eligible
      to utilize Form S-3 to register the resale of Common Stock, the Filing Date
      under this clause (c) shall be thirty days following the 2008 Delivery
      Date)
      and (d)
with
      respect to the Registration Statement required to be filed under Section
      2(d),
      the
      45th
      day
      following the 2009 Delivery Date (provided that if the Company is then eligible
      to utilize Form S-3 to register the resale of Common Stock, the Filing Date
      under this clause (d) shall be thirty days following the 2009 Delivery
      Date).

     

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

     

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

     

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

     

    “Investment
      Amount”
      has the
      meaning set forth in Section
      2(h).

     

    “Investors”
      means
      the investors signatory to this Agreement (and therefore, for purposes of this
      Agreement, includes Persons who are not a party to the Purchase
      Agreement).

     

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

     

    
      
        
        

      

      
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    “Nice
      Enterprise”
      means
      Nice Enterprise Trading H.K. Co., Ltd., a Hong Kong company.

     

    “Notice
      of Acceptance” has
      the
      meaning set forth in Section
      6.

     

    “Offer”
      has
      the
      meaning set forth in Section
      6.

     

    “Offer
      Notice” has
      the
      meaning set forth in Section
      6.

     

    “Offer
      Period” has
      the
      meaning set forth in Section
      6.

     

    “Offered
      Securities” has
      the
      meaning set forth in Section
      6.

     

    “Options”
      has
      the
      meaning set forth in Section
      6.

     

    "Proceeding"
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “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.

     

    “Purchase
      Agreement”
      has the
      meaning set forth in the recitals hereto.

     

    “Refused
      Securities” has
      the
      meaning set forth in Section
      6.

     

    “Registrable
      Securities”
      means:
      (i) the Shares, (ii) the Warrant Shares, (iii) the Agent Warrant Shares, (iv)
      the Consultant Warrant Shares; (v) 2008 Make Good Shares, as applicable, (vi)
      the 2009 Make Good Shares, as applicable, and (vii) certain shares
      of
      Common Stock held by existing investors and holders of the Company who acquired
      such shares prior to the consummation of the Exchange
      (the
      “Pre-Exchange
      Shares”)
      and
      (viii) any
      securities issued or issuable upon any stock split, dividend or other
      distribution, recapitalization or similar event, or any price adjustment as
      a
      result of such stock splits, reverse stock splits or similar events with respect
      to any of the securities referenced in (i)-(vii) above.

     

    “Registration
      Statement”
      means
      each registration statement required to be filed under Section 2, including
      (in
      each case) the Prospectus, amendments and supplements to such registration
      statements or Prospectus, including pre- and post-effective amendments, all
      exhibits thereto, and all material incorporated by reference or deemed to be
      incorporated by reference therein.

     

    
      
        
        

      

      
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    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

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

     

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

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Selling
      Holder Questionnaire”
      has the
      meaning set forth in Section
      2(e).

     

    “Shares”
      means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      the
      Purchase Agreement.

     

    “Subsequent
      Placement” has
      the
      meaning set forth in Section
      6.

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, FINRA
      Global Select Market, FINRA Global Market, FINRA Capital Market, OTC Bulletin
      Board on which the Common Stock is listed or quoted for trading on the date
      in
      question.

     

    “Trigger
      Date”
      means
      the 180th day following the Effective Date of the first Registration Statement
      with respect to resale of any of the Registrable Securities. 

     

    “Undersubscription
      Amount” has
      the
      meaning set forth in Section
      6.

     

    2.  Registration.

     

    (a)  On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of
      all
      Registrable Securities (other than the 2008 Make Good Shares and the 2009 Make
      Good Shares) not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415,
      on Form S-1 (or on such other form appropriate for such purpose). Such
      Registration Statement shall contain (except if otherwise required pursuant
      to
      written comments received from the Commission upon a review of such Registration
      Statement) the "Plan
      of Distribution"
      attached hereto as Annex
      A.
      The
      Company shall use its commercially reasonable best efforts to cause such
      Registration Statement to be declared effective under the Securities Act as
      soon
      as possible but, in any event, no later than its Effectiveness Date, and shall
      use its commercially reasonable best efforts to keep the Registration Statement
      continuously effective under the Securities Act until the date which is the
      earliest of (i) two years after its Effective Date (and for purposes of a
      Registration Statement contemplated in Section
      2(c)
      and/or
Section
      2(d)
      hereof,
      two years after the Effective Date therefor), (ii) such time as all of the
      Registrable Securities covered by such Registration Statement have been publicly
      sold by the Holders, or (iii) such time as all of the Registrable Securities
      covered by such Registration Statement may be sold by the Holders pursuant
      to
      Rule 144(k) 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 (the "Effectiveness
      Period").
      By
      5:00 p.m. (New York City time) on the Trading Day immediately following the
      Effective Date of such Registration Statement, the Company shall file with
      the
      Commission in accordance with Rule 424 under the Securities Act the final
      prospectus to be used in connection with sales pursuant to such Registration
      Statement (whether or not such filing is technically required under such
      Rule).

     

    
      
        
        

      

      
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    (b)  Promptly
      following any date on which the Company becomes eligible to use a registration
      statement on Form S-3 to register Registrable Securities for resale, the Company
      shall file a Registration Statement on Form S-3 covering all such Registrable
      Securities (or a post-effective amendment on Form S-3 to the then effective
      Registration Statement) and shall cause such Registration Statement to be filed
      by the Filing Date for such Registration Statement and declared effective under
      the Securities Act as soon as possible thereafter, but in any event prior to
      the
      Effectiveness Date therefor. Such Registration Statement shall contain (except
      if otherwise required pursuant to written comments received from the Commission
      upon a review of such Registration Statement) the "Plan of Distribution"
      attached hereto as Annex
      A.
      The
      Company shall use its commercially reasonable best efforts to keep such
      Registration Statement continuously effective under the Securities Act during
      the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the
      Trading Day immediately following the Effective Date of such Registration
      Statement, the Company shall file with the Commission in accordance with Rule
      424 under the Securities Act the final prospectus to be used in connection
      with
      sales pursuant to such Registration Statement (whether or not such filing is
      technically required under such Rule).

     

    (c)  On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of the 2008 Make Good
      Shares on Form S-1 or SB-2, or Form S-3 if the Company is then eligible to
      utilize such Form (or on such other form appropriate for such purpose) and
      shall
      cause such Registration Statement to be filed by the Filing Date for such
      Registration Statement and declared effective under the Securities Act as soon
      as possible thereafter, but in any event prior to the Effectiveness Date
      therefor. Such Registration Statement shall contain (except if otherwise
      required pursuant to written comments received from the Commission upon a review
      of such Registration Statement) the "Plan of Distribution" attached hereto
      as
Annex
      A.
      The
      Company shall use its commercially reasonable best efforts to keep such
      Registration Statement continuously effective under the Securities Act during
      the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New
      York City time) on the Trading Day immediately following the Effective Date
      of
      such Registration Statement, the Company shall file with the Commission in
      accordance with Rule 424 under the Securities Act the final prospectus to be
      used in connection with sales pursuant to such Registration Statement (whether
      or not such filing is technically required under such Rule).

     

    
      
        
        

      

      
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    (d)  On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of the 2009 Make Good
      Shares on Form S-1 or SB-2, or Form S-3 if the Company is then eligible to
      utilize such Form (or on such other form appropriate for such purpose) and
      shall
      cause such Registration Statement to be filed by the Filing Date for such
      Registration Statement and declared effective under the Securities Act as soon
      as possible thereafter, but in any event prior to the Effectiveness Date
      therefor. Such Registration Statement shall contain (except if otherwise
      required pursuant to written comments received from the Commission upon a review
      of such Registration Statement) the "Plan of Distribution" attached hereto
      as
Annex
      A.
      The
      Company shall use its commercially reasonable best efforts to keep such
      Registration Statement continuously effective under the Securities Act during
      the entire Effectiveness Period which is applicable to it. By 5:00 p.m. (New
      York City time) on the Trading Day immediately following the Effective Date
      of
      such Registration Statement, the Company shall file with the Commission in
      accordance with Rule 424 under the Securities Act the final prospectus to be
      used in connection with sales pursuant to such Registration Statement (whether
      or not such filing is technically required under such Rule).

     

    (e)  Each
      Holder agrees to furnish to the Company a completed Questionnaire which shall,
      (i) if such Holder was a purchaser of Shares under the Purchase Agreement,
      be in
      the form included in such Holder’s original subscription booklet for Shares and
      Warrants, and (ii) if such Holder was not a purchaser of Shares under the
      Purchase Agreement, be in the form accompanying this Agreement as Annex
      B
      (each
      applicable form of questionnaire being a “Selling
      Holder Questionnaire”).
      The
      Company shall not be required to include the Registrable Securities of a Holder
      in a Registration Statement and shall not be required to pay any liquidated
      or
      other damages under Section
      2(h)
      to any
      Holder who fails to furnish to the Company a fully completed Selling Holder
      Questionnaire at least two Trading Days prior to the Filing Date (subject to
      the
      requirements set forth in Section
      3(a)).

     

    (f)  If
      all of
      the Registrable Securities to be included in the Registration Statement filed
      pursuant to Section 2(a)
      cannot
      be so included because the SEC Staff informs the Company that all of the
      Registrable Securities cannot, as a result of the application of Rule 415,
      be
      registered for resale as a secondary offering on a single registration
      statement, the Company agrees to promptly (i) inform each of the holders
      thereof, (ii) use its commercially reasonable best efforts to file amendments
      to
      the initial Registration Statement as required by the SEC Staff and/or (iii)
      withdraw the initial Registration Statement and file a new registration
      statement, in either case covering the maximum number of Registrable Securities
      permitted to be registered by the SEC Staff, on Form S-3 or such other form
      available to register for resale the Registrable Securities as a secondary
      offering; provided,
      however,
      that
      prior to filing such amendment or new registration statement, the Company shall
      be obligated to use its commercially reasonable best efforts to advocate with
      the then prevailing SEC guidance, including without limitation, the Manual
      of
      Publicly Available Telephone Interpretations D.29. In the event the Company
      amends the initial Registration Statement or files a new registration statement,
      as the case may be, under clauses (ii) or (iii) above, then the Company shall
      prepare and file by the applicable Filing Date for such Registration
      Statement(s), such number of additional Registration Statements as may be
      necessary in order to ensure that all Registrable Securities are covered by
      an
      existing and effective Registration Statement. Accordingly, if for example,
      an
      additional Registration Statement is filed under this Section 2(f)
      to
      register shares taken off a Registration Statement filed under Section 2(a)
      due to
      SEC Staff Comments and SEC Staff Comments again require shares to be removed
      for
      such newly filed Registration Statement under this Section 2(f),
      then
      the Company will prepare and file additional Registration Statements until
      such
      time as all such removed shares are covered by effective Registration
      Statements. Any Registration Statements to be filed under this Section
      2(f) shall
      be for an offering to be made on a continuous basis pursuant to Rule 415, on
      Form S-3 (or on such other form appropriate for such purpose). The Company
      shall
      use its commercially reasonable best efforts to keep such Registration Statement
      continuously effective under the Securities Act during the entire Effectiveness
      Period which is applicable to it. By 5:00 p.m. (New York City time) on the
      Trading Day immediately following the Effective Date of such Registration
      Statement, the Company shall file with the Commission in accordance with Rule
      424 under the Securities Act the final prospectus to be used in connection
      with
      sales pursuant to such Registration Statement (whether or not such filing is
      technically required under such Rule).

     

    
      
        
        

      

      
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    (g)  In
      the
      event that the Company receives SEC Staff Comments limiting the amount of shares
      of Common Stock which may be included in any Registration Statement (such number
      of shares of Common Stock which the Company may include in such Registration
      Statement in accordance with the SEC Staff Comments, the “Allowable
      Maximum”),
      the
      number of Registrable Securities sought to be included in any such Registration
      Statement shall be cutback and removed from such Registration Statement until
      the aggregate number of such Registrable Securities to be included in such
      Registration Statement equals the Allowable Maximum. Such cutbacks will be
      in
      the following order: 

     

    (i)
      first
      there shall be excluded any securities of the Company included or to be included
      in such Registration Statement, whether pursuant to piggyback or demand
      registration rights or otherwise requested to be included, other than the
      Shares, Pre-Exchange Shares, Warrant Shares, the Agent Warrant Shares and the
      Consultant Warrant Shares; next

     

    (ii)
      the
      Warrant Shares, Agent Warrant Shares and Consultant Warrant Shares shall be
      excluded; and next

     

    (iii)
      the
      Shares and Pre-Exchange Shares shall be excluded, until the Allowable Maximum
      is
      not exceeded. 

     

    Except
      as
      specified in the preceding sentence, any required cutbacks within each level
      (i), (ii) or (iii) of priority shall be applied to such Holders pro-rata in
      accordance with the number of shares of Common Stock held by such Holders and
      sought to be included in the Registration Statement.

     

    (h)  Unless
      pursuant to the provisions of Section
      2(f)-(g),
      if: (i)
      the Registration Statement pursuant to Section
      2(a)
      is not
      filed on or prior to its Filing Date covering the Registrable Securities
      required under this Agreement to be included therein, or (ii) the Registration
      Statement pursuant to Section
      2(a)
      is not
      declared effective by the Commission on or prior to its Effectiveness Date
      or if
      by the Trading Day immediately following the Effective Date the Company shall
      not have filed a “final”
      prospectus for the Registration Statement with the Commission under Rule 424(b)
      (if such a prospectus filing is required by such Rule) and notify the Holders
      of
      the Effectiveness Date, or (iii) except for Excluded Events as provided for
      in
Section 2(i),
      after
      its Effective Date, without regard for the reason thereunder or efforts
      therefore, such Registration Statement ceases for any reason to be effective
      and
      available to the Holders as to the Registrable Securities to which it is
      required to cover at any time prior to the expiration of its Effectiveness
      Period (any such failure or breach specified in clauses (i) to (iii) above
      being
      referred to as an “Event,”
and
      for
      purposes of clauses (i) or (ii) the date on which such Event occurs, or for
      purposes of clause (iii) the date which such period is exceeded, being referred
      to as “Event
      Date”),
      then
      on each such Event or Event Date, and on each monthly anniversary of each such
      Event or Event Date (if the applicable Event shall not have been cured by such
      date) until the applicable Event is cured, the Company shall pay (A) to each
      Holder who is an Investor an amount in cash, as liquidated damages and not
      as a
      penalty, equal to 1.00% of the aggregate paid for each Unit pursuant to the
      Purchase Agreement (“Investment
      Amount”);
      provided,
      however,
      that
      the total amount of liquidated damages payable by the Company to all Investors
      pursuant to all Events under this Section
      2(h) shall
      be capped at $1,000,000. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (1)  In
      the
      event that any liquidated damages payment due under this Section
      2(h)
      is not
      made in a timely manner, such payment shall bear interest at a rate of 1.5%
      per
      month until paid in full.

     

    (2)  The
      Company shall not be liable for liquidated damages under this Agreement as
      to
      any Registrable Securities which cannot be included in a Registration Statement
      because the SEC Staff informs the Company that such Registrable Securities
      cannot, as a result of the application of Rule 415, be registered for resale
      as
      a secondary offering on a single registration statement. 

     

    (3)  The
      liquidated damages pursuant to this Section 2(h)
      shall be
      the exclusive monetary remedy of the Investors in the event that the Company
      fails to satisfy its obligation to file or to have an effective Registration
      Statement on file with the SEC pursuant to the terms of this
      Agreement.

     

    (4)  No
      liquidated damages pursuant to this Section
      2(h)
      shall be
      incurred with respect to the Registrable Securities to the extent that shares
      of
      Common Stock included therein may then be sold pursuant to SEC Rule 144 based
      upon an opinion of counsel acceptable to the Company and the Holder of such
      Common Stock.

     

    (i)  Notwithstanding
      anything in this Agreement to the contrary, after 120 consecutive Trading Days
      of continuous effectiveness of the initial Registration Statement filed and
      declared effective pursuant to this Agreement, the Company may, by written
      notice to the Holders, suspend sales under a Registration Statement after the
      Effective Date thereof and/or require that the Holders immediately cease the
      sale of shares of Common Stock pursuant thereto and/or defer the filing of
      any
      subsequent Registration Statement if the Company is engaged in a material
      merger, acquisition or sale and the Board of Directors determines in good faith,
      by appropriate resolutions, that, as a result of such activity, (A) it would
      be
      materially detrimental to the Company (other than as relating solely to the
      price of the Common Stock) to maintain a Registration Statement at such time
      or
      (B) it is in the best interests of the Company to suspend sales under such
      registration at such time. Upon receipt of such notice, each Holder shall
      immediately discontinue any sales of Registrable Securities pursuant to such
      registration until such Holder is advised in writing by the Company that the
      current Prospectus or amended Prospectus, as applicable, may be used. In no
      event, however, shall this right be exercised to suspend sales beyond the period
      during which (in the good faith determination of the Company’s Board of
      Directors) the failure to require such suspension would be materially
      detrimental to the Company. The Company’s rights under this Section 2(i)
      may be
      exercised for a period of no more than 20 Trading Days at a time and not more
      than once in any twelve-month period, without such suspension being considered
      as part of an Event. Immediately after the end of any suspension period under
      this Section 2(i),
      the
      Company shall take all necessary actions (including filing any required
      supplemental prospectus) to restore the effectiveness of the applicable
      Registration Statement and the ability of the Holders to publicly resell their
      Registrable Securities pursuant to such effective Registration Statement. The
      events described in this Section 2(i)
      are
“Excluded
      Events.”
      However,
      any failure by the Company to restore the effectiveness of the applicable
      Registration Statement by the first Trading Day following the end of the maximum
      allowable suspension period shall be deemed an Event.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.  Registration
      Procedures.

     

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

     

    (a)  Not
      less
      than four Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, the Company shall
      furnish to each Holder copies of the “Selling Stockholders” section of such
      document, the “Plan of Distribution” and any risk factor contained in such
      document that addresses specifically the Selling Stockholders, as proposed
      to be
      filed, which documents will be subject to the review of such Holder. Any holder
      must provide their comments, if any, to the Company at least two Trading Days
      prior to the filing of such Registration Statement or any related Prospectus
      or
      any amendment or supplement thereto. The Company shall not file a Registration
      Statement, any Prospectus or any amendments or supplements thereto in which
      the
“Selling Stockholder” section thereof differs from the disclosure received from
      a Holder in its Selling Holder Questionnaire (as amended or
      supplemented).

     

    (b)  (i)
      Subject to Section 2.1(e), use its commercially reasonable best efforts to
      prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities for its 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, 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
      each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to such Registration
      Statement that would not result in the disclosure to the Holders of material
      and
      non-public information concerning the Company; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the Registration Statement and the disposition of all Registrable
      Securities covered by each Registration Statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)  Notify
      the Holders as promptly as reasonably possible (if requested by the Holders)
      (and, in the case of (i)(A) below, not less than three Trading Days prior to
      such filing and, in the case of (v) below, not less than three Trading Days
      prior to the financial statements in any Registration Statement becoming
      ineligible for inclusion therein by reason of the passage of time) and (if
      requested by any such Holder) confirm such notice in writing no later than
      two
      Trading Days thereafter: (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
      such Registration Statement (the Company shall provide true and complete copies
      thereof and all written responses thereto to each of the Holders that pertain
      to
      the Holders as a Selling Stockholder or to the Plan of Distribution, but not
      information which the Company believes would constitute material and non-public
      information); and (C) with respect to each 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 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; and (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
      such 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 such Registration Statement, Prospectus or other
      documents so that, in the case of such 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.

     

    (d)  Use
      its
      commercially reasonable 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.

     

    (e)  If
      requested by a Holder, furnish to such Holder, without charge, at least one
      conformed copy of each Registration Statement and each amendment thereto and
      all
      exhibits to the extent requested by such Holder (including those previously
      furnished) promptly after the filing of such documents with the
      Commission.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (f)  Promptly
      deliver to each Holder, without charge, as many copies of each Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request. 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.

     

    (g)  Prior
      to
      any public offering of Registrable Securities, use its commercially reasonable
      best efforts to register or qualify such Registrable Securities for offer and
      sale under the securities or Blue Sky laws of such jurisdictions within the
      United States as any Holder may request, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      the
      Registration Statements; provided,
      however,
      that
      the Company shall not be obligated to qualify as a foreign corporation in any
      jurisdiction in which it is not so qualified or to subject itself to taxation
      in
      respect of doing business in any jurisdiction in which it is not otherwise
      so
      subject.

     

    (h)  Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statements, 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.

     

    (i)  In
      conjunction with the filing of the Registration Statement, the Company will
      cooperate and coordinate with the Placement Agent in connection with the filing
      to be made with FINRA, via the COBRA desk filing system, for approval of
      underwriting compensation under Section 2710 of the rules and regulations of
      FINRA, obtain from FINRA a standard clearance letter, and coordinate with the
      Placement Agent on filings it will be required to make upon sales under the
      registration statement.

     

    (j)  Upon
      the
      occurrence of any event contemplated by Section
      3(c)(v),
      as
      promptly as reasonably possible, prepare a supplement or amendment, including
      a
      post-effective amendment, to the affected Registration Statements 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, no Registration Statement nor any 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.

     

    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, and (B)
      in
      compliance with applicable state securities or Blue Sky laws), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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, agents, investment advisors,
      partners, members and employees 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, agents and employees 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 costs of preparation and reasonable
      attorneys' fees) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in any 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 form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) 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
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (2) in the case of an occurrence
      of
      an event of the type specified in Section
      3(c)(ii)-(v),
      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 an Advice or an amended or supplemented
      Prospectus, but only if and to the extent that following the receipt of the
      Advice or the amended or supplemented Prospectus the misstatement or omission
      giving rise to such Loss would have been corrected. The Company shall notify
      the
      Holders promptly of the institution, threat or assertion of any Proceeding
      of
      which the Company is aware in connection with the transactions contemplated
      by
      this Agreement.

     

    (b)  Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, 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, arising solely 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 statement of a material
      fact contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising solely out
      of
      or based solely upon any omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading to the
      extent, but only to the extent that, (1) 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 the Registration Statement (it
      being understood that the Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or supplement
      thereto or (2) in the case of an occurrence of an event of the type specified
      in
Section
      3(c)(ii)-(v),
      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 an Advice or an amended or supplemented
      Prospectus, but only if and to the extent that following the receipt of the
      Advice or the amended or supplemented Prospectus the misstatement or omission
      giving rise to such Loss would have been corrected. 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (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 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
      proximately and materially adversely 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 such Indemnified Party shall have been advised
      by counsel that there is a likelihood of additional defenses available to such
      Indemnified Party that are not available to the Company or a conflict of
      interest is likely 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 such counsel
      shall be at the expense of the Indemnifying Party). It shall be understood,
      however, that the Indemnifying Party shall not, in connection with any one
      such
      Proceeding (including separate Proceedings that have been or will be
      consolidated before a single judge) be liable for the fees and expenses of
      more
      than one separate firm of attorneys at any time for all Indemnified Parties.
      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. 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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
      5(c))
      shall
      be paid to the Indemnified Party, as incurred, within twenty Business Days
      of
      written notice thereof to the Indemnifying Party (regardless of whether it
      is
      ultimately determined that an Indemnified Party is not entitled to
      indemnification hereunder; provided, that the Indemnifying Party may require
      such Indemnified Party to undertake to reimburse all such fees and expenses
      to
      the extent it is finally judicially determined that such Indemnified Party
      is
      not entitled to indemnification hereunder).

     

    (d)  Contribution.
      If a
      claim for indemnification under Section
      5(a)
      or
5(b)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of such Losses, 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 Section
      5(c),
      any
      reasonable attorneys' or other reasonable 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
      5(d)
      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 excess
      of the amount by which the 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. No
      Person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    6.  Participation
      Rights.

     

    (i)
      For
      purposes of this Section
      6,
      the
      following definitions shall apply.

     

    a)  “Convertible
      Securities”
      means
      any stock or securities (other than Options) convertible into or exercisable
      or
      exchangeable for shares of Common Stock.

     

    b)  “Options”
      means
      any rights, warrants or options to subscribe for or purchase shares of Common
      Stock or Convertible Securities.

     

    c)  “Common
      Stock Equivalents”
      means,
      collectively, Options and Convertible Securities.

     

    (ii)
      From
      the Closing Date until the Trigger Date, the Company will not offer or sell
      any
      shares of its Common Stock or Common Stock Equivalents or, directly or
      indirectly, offer, sell, grant any option to purchase, or otherwise dispose
      of
      (or announce any offer, sale, grant or any Option to purchase or other
      disposition of) any equity securities in a manner that would require
      registration under the Securities Act. Any such offer, sale, grant, disposition
      or announcement that is not required to be registered under the Securities
      Act
      is hereinafter referred to as a “Subsequent
      Placement.” 

    


    (iii)
      Until the first anniversary of the Closing Date, the Company will not, directly
      or indirectly, effect any Subsequent Placement unless the Company shall have
      first complied with this Section
      6.

    


    a)  The
      Company shall deliver to each Investor who purchased Shares pursuant to the
      Purchase Agreement and then holds any such Shares an irrevocable written notice
      (the “Offer
      Notice”)
      of any
      proposed or intended issuance or sale or exchange (the “Offer”)
      of the
      securities being offered (the “Offered
      Securities”)
      in a
      Subsequent Placement, which Offer Notice shall: (w) identify and describe the
      Offered Securities; (x) describe the price and other terms upon which they
      are
      to be issued, sold or exchanged, and the number or amount of the Offered
      Securities to be issued, sold or exchanged; (y) identify the persons or entities
      (if known) to which or with which the Offered Securities are to be offered,
      issued, sold or exchanged and (z) offer to issue and sell to or exchange with
      such Investors the Offered Securities, allocated to the Investors as a group
      based on the ratio of (I) the number of Shares purchased and then held by all
      Investors as a group to (II) the number of shares of the Company’s Common Stock
      then issued and outstanding, and allocated of the among such Investors (a)
      based
      on such Investor’s pro rata portion of the number of Shares purchased under the
      Purchase Agreement and then held by such Investor (the “Basic
      Amount”),
      and
      (b) with respect to each Investor that elects to purchase its Basic Amount,
      any
      additional portion of the Offered Securities attributable to the Basic Amounts
      of other Investors as such Investor shall indicate it will purchase or acquire
      should the other Investors subscribe for less than their Basic Amounts (the
      “Undersubscription
      Amount”),
      which
      process shall be repeated until the Investors shall have an opportunity to
      subscribe for any remaining Undersubscription Amount.

     

    
      
        
        

      

      
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    b)  To
      accept
      an Offer, in whole or in part, such Investor must deliver a written notice
      to
      the Company prior to the end of the tenth (10th)
      Business Day after such Investor’s receipt of the Offer Notice (the “Offer
      Period”),
      setting forth the portion of such Investor’s Basic Amount that such Investor
      elects to purchase and, if such Investor shall elect to purchase all of its
      Basic Amount, the Undersubscription Amount, if any, that such Investor elects
      to
      purchase (in either case, the “Notice
      of Acceptance”);
      provided,
      however,
      that
      such Investors may not accept an Offer by electing to purchase less than 10%
      of
      the Offered Securities on an aggregate basis. If the Basic Amounts subscribed
      for by all Investors are less than the total of all of the Basic Amounts, then
      each Investor who has set forth an Undersubscription Amount in its Notice of
      Acceptance shall be entitled to purchase, in addition to the Basic Amounts
      subscribed for, the Undersubscription Amount it has subscribed for; provided,
      however,
      that if
      the Basic Amounts subscribed for exceed the difference between the total of
      all
      the Basic Amounts and the Basic Amounts subscribed for (the “Available
      Undersubscription Amount”),
      each
      Investor who has subscribed for any Undersubscription Amount shall be entitled
      to purchase only that portion of the Available Undersubscription Amount as
      the
      Basic Amount of such Investor bears to the total Basic Amounts of all Investors
      that have subscribed for Undersubscription Amounts, subject to rounding by the
      Company to the extent it deems reasonably necessary.

     

    c)  The
      Company shall have forty (40) Business Days from the expiration of the Offer
      Period above to offer, issue, sell or exchange all or any part of such Offered
      Securities as to which a Notice of Acceptance has not been given by the
      Investors (the “Refused
      Securities”),
      but
      only to the offerees or class of offerees described in the Offer Notice (if
      so
      described therein) and only upon terms and conditions (including, without
      limitation, unit prices than those set forth in the Offer Notice and (ii) to
      publicly announce (a) the execution of such Subsequent Placement Agreement,
      and
      (b) either (x) the consummation of the transactions contemplated by such
      Subsequent Placement Agreement or (y) the termination of such Subsequent
      Placement Agreement, which shall be filed with the SEC on a Current Report
      on
      Form 8-K with such Subsequent Placement Agreement and any documents contemplated
      therein filed as exhibits thereto. 

     

    d)  In
      the
      event the Company shall propose to sell less than all the Refused Securities
      (any such sale to be in the manner and on the terms specified in Section
      6(iii)
      above),
      then each Investor may, at its sole option and in its sole discretion, reduce
      the number or amount of the Offered Securities specified in its Notice of
      Acceptance to an amount that shall be not less than the number or amount of
      the
      Offered Securities that such Investor elected to purchase pursuant to
Section
      6(ii)
      above
      multiplied by a fraction, i) the numerator of which shall be the number or
      amount of Offered Securities the Company actually proposes to issue, sell or
      exchange (including Offered Securities to be issued or sold to Investors
      pursuant to Section
      6(iii)(b)
      above
      prior to such reduction) and ii) the denominator of which shall be the original
      amount of the Offered Securities. In the event that any Investor so elects
      to
      reduce the number or amount of Offered Securities specified in its Notice of
      Acceptance, the Company may not issue, sell or exchange more than the reduced
      number or amount of the Offered Securities unless and until such securities
      have
      again been offered to the Investors in accordance with Section
      6(iii)(a)
      above.


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    e)  Upon
      the
      closing of the issuance, sale or exchange of all or less than all of the Refused
      Securities, the Investors shall acquire from the Company, and the Company shall
      issue to the Investors, the number or amount of Offered Securities specified
      in
      the Notices of Acceptance, as reduced pursuant to Section
      6(iii)(c)
      above if
      the Investors have so elected, upon the terms and conditions specified in the
      Offer. Notwithstanding anything to the contrary contained in this Agreement,
      if
      the Company does not consummate the closing of the issuance, sale or exchange
      of
      all or less than all of the Refused Securities within forty (40) Business Days
      of the expiration of the Offer Period, the Company shall issue to the Investors
      the number or amount of Offered Securities specified in the Notices of
      Acceptance, as reduced pursuant to Section
      6(iii)(d)
      above if
      the Investors have so elected, upon the terms and conditions specified in the
      Offer. The purchase by the Investors of any Offered Securities is subject in
      all
      cases to the preparation, execution and delivery by the Company and the
      Investors of a purchase agreement relating to such Offered Securities reasonably
      satisfactory in form and substance to the Investors and their respective
      counsel. 

     

    f)  Any
      Offered Securities not acquired by the Investors or other persons in accordance
      with Section
      6(iii)(c)
      above
      may not be issued, sold or exchanged until they are again offered to the
      Investors under the procedures specified in this Agreement.

     

    g)  Notwithstanding
      anything to the contrary in this Section
      6
      and
      unless otherwise agreed to by the Investors, the Company shall either confirm
      in
      writing to the Investors that the transaction with respect to the Subsequent
      Placement has been abandoned or shall publicly disclose its intention to issue
      the Offered Securities, in either case in such a manner such that the Investors
      will not be in possession of material non-public information, by the fifteenth
      (15th)
      Business Day following delivery of the Offer Notice. If by the fifteenth
      (15th)
      Business Day following delivery of the Offer Notice no public disclosure
      regarding a transaction with respect to the Offered Securities has been made,
      and no notice regarding the abandonment of such transaction has been received
      by
      the Investors, such transaction shall be deemed to have been abandoned and
      the
      Investors shall not be deemed to be in possession of any material, non-public
      information with respect to the Company. Should the Company decide to pursue
      such transaction with respect to the Offered Securities, the Company shall
      provide each Investor with another Offer Notice and each Investor will again
      have the right of participation set forth in this Section
      6(iii).
      The
      Company shall not be permitted to deliver more than one such Offer Notice to
      the
      Investors in any 60-day period.

     

    (iv)
      The
      restrictions contained in subsections (ii) and (iii) of this Section
      6
      shall
      not apply in connection with any Exempt Issuance.

    


    7.  Miscellaneous.

     

    (a)  Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their 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, subject to the limitations on recovery of damages expressed herein,
      will 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 waive the
      defense that a remedy at law would be adequate.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (b)  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 the Registration Statement.

     

    (c)  Dispositions.
      Each
      Holder agrees that it shall sell its Registrable Securities in accordance with
      the Plan of Distribution attached hereto as Annex
      A.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section
      3(c),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder's receipt of the copies
      of
      the supplemented Prospectus and/or amended Registration Statement or until
      it is
      advised in writing (the "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

     

    (d)  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 SEC 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 stock option
      or other employee benefit plans, then the Company shall send to each Holder
      not
      then eligible to sell all of their Registrable Securities under an existing
      effective Registration Statement or under Rule 144 in a three-month period,
      written notice of such determination and if, within ten days after receipt
      of
      such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of any Registrable
      Securities that the Holder requests to be registered that are not subject to
      an
      effective Registration Statement. Notwithstanding the foregoing, in the event
      that, in connection with any underwritten public offering, the managing
      underwriter(s) thereof shall impose a limitation on the number of shares of
      Common Stock which may be included in the Registration Statement because, in
      such underwriter(s)’ judgment, marketing or other factors dictate such
      limitation is necessary to facilitate public distribution, then the Company
      shall be obligated to include in such Registration Statement only such limited
      portion of the Registrable Securities with respect to which such Holder has
      requested inclusion hereunder as the underwriter shall permit; provided, however,
      that
      (i) the Company shall not exclude any Registrable Securities unless the Company
      has first excluded all outstanding securities, the holders of which are not
      contractually entitled to inclusion of such securities in such Registration
      Statement or are not contractually entitled to pro rata inclusion with the
      Registrable Securities and (ii) after giving effect to the immediately preceding
      proviso, any such exclusion of Registrable Securities shall be made in
      accordance with Section 2(g), treating any underwriter-permitted maximum as
      the
      equivalent of the Allowable Maximum. If an offering in connection with which
      a
      Holder is entitled to registration under this Section 7(d)
      is an
      underwritten offering, then each Holder whose Registrable Securities are
      included in such Registration Statement shall, unless otherwise agreed by the
      Company, offer and sell such Registrable Securities in an underwritten offering
      using the same underwriter or underwriters and, subject to the provisions of
      this Agreement, on the same terms and conditions as other shares of Common
      Stock
      included in such underwritten offering and shall enter into an underwriting
      agreement in a form and substance reasonably satisfactory to the Company and
      the
      underwriter or underwriters. Upon the effectiveness the registration statement
      for which piggy-back registration has been provided in this Section 7(d),
      any
      liquidated damages payments payable to a Holder whose Securities are included
      in
      such registration statement shall terminate and no longer be
      payable.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (e)  Amendments
      and Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each of
      the
      Investors or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of any party to exercise any right hereunder in any manner
      impair the exercise of any such right. 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 Investors under Sections
      2
      ,
3,
      4,
      5,
      or
6
      may be
      given by Investors holding at least 60% of the Registrable Securities to which
      such waiver or consent relates.

     

    (f)  Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section
      7(f)
      prior to
      6:30 p.m. (New York City time) on a Business Day, (b) the next Business Day
      after the date of transmission, if such notice or communication is delivered
      via
      facsimile at the facsimile number specified in this Section
      7(f)
      on a day
      that is not a Business Day or later than 6:30 p.m. (New York City time) on
      any
      Business Day, or (c) upon actual receipt by the party to whom such notice is
      required to be given, if sent by any means other than facsimile transmission.
      The address for such notices and communications shall be as
      follows:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Company:   China
      Marine Food Group Limited

    c/o
      Huabao Mingxiang Foodstuff Co., Ltd.

    Da
      Bao
      Industrial Zone

    Shishi
      Fujian

    People’s
      Republic of China

    Attn:
      Pengfei Liu

    Facsimile:
      86-595-88982319

    


    


    With
      a
      copy to:    Sterne,
      Agee & Leach, Inc.

    2901
      W.
      Coast Highway, Ste. 230

    Newport
      Beach, CA 92663

    Facsimile:
      (949) 270-2936

    Attn.:
      Patrick Winton

    


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

     

    If
      to any
      other Person who is then the registered Holder:

     

    To
      the
      address of such Holder as it appears in the stock  transfer
      books of the Company

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    (g)  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 its rights or obligations hereunder without
      the prior written consent of each Holder. Except with respect to Section 6,
      each
      Holder may assign their respective rights hereunder to any Person to whom such
      Holder assigns or transfers any Registrable Securities, provided such transferee
      agrees in writing to be bound, with respect to the transferred Registrable
      Securities, by the provisions hereof that apply to “Holders.”

     

    (h)  Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (i)  Governing
      Law and Jury Trial Waiver.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of California, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto or its
      respective Affiliates, employees or agents) will be commenced in the California
      Courts. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of the California Courts 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 Proceeding, any claim that it is not personally subject to the jurisdiction
      of any California Court, or that such Proceeding has been commenced in an
      improper or inconvenient forum. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      Proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
      OUT
      OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.
      If
      either party shall commence a Proceeding to enforce any provisions of this
      Agreement, then the prevailing party in such Proceeding shall be reimbursed
      by
      the other party for its attorney’s fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such
      Proceeding.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

    (k)  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 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.

     

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

     

    (m)  Independent
      Nature of Investors' Obligations and Rights.
      The
      obligations of each Investor under this Agreement are several and not joint
      with
      the obligations of each other Investor, and no Investor shall be responsible
      in
      any way for the performance of the obligations of any other Investor under
      this
      Agreement. Nothing contained herein or in any Transaction Document, and no
      action taken by any Investor pursuant thereto, shall be deemed to constitute
      the
      Investors as a partnership, an association, a joint venture or any other kind
      of
      entity, or create a presumption that the Investors are in any way acting in
      concert or as a group with respect to such obligations or the transactions
      contemplated by this Agreement or any other Transaction Document. Each Investor
      acknowledges that no other Investor will be acting as agent of such Investor
      in
      enforcing its rights under this Agreement. Each Investor shall be entitled
      to
      independently protect and enforce its rights, including without limitation
      the
      rights arising out of this Agreement, and it shall not be necessary for any
      other Investor to be joined as an additional party in any Proceeding for such
      purpose. The Company acknowledges that each of the Investors has been provided
      with the same Registration Rights Agreement for the purpose of closing a
      transaction with multiple Investors and not because it was required or requested
      to do so by any Investor.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    (n)  No
      Third-Party Beneficiaries .
      This
      Agreement is intended for the benefit of the parties hereto and the Agent,
      and
      their respective successors and permitted assigns and is not for the benefit
      of,
      nor may any provision hereof be enforced by, any other Person, except that
      each
      Indemnified Party is an intended third-party beneficiary of Section 5
      and (in
      each case) may enforce the provisions of such section directly against the
      parties with obligations thereunder.


    


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        23

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Investor and the Company have caused this Registration Rights Agreement to
      be
      duly executed by their respective authorized signatories as of the date
      indicated on the first page of this Registration Rights Agreement.

    
      	 	 	 
	 	NEW
              PARADIGM PRODUCTIONS, INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              Pengfei Liu
	 	Title: Chief Executive
              Officer


    

     

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        B-2

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF,
      each
      Investor and the Company have caused this Registration Rights Agreement to
      be
      duly executed by their respective authorized signatories as of the date
      indicated on the first page of this Registration Rights Agreement .

    
      	 	 	 
	 	
              INVESTORS:

               

              Print Name of
                Investor(s)

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title:


    

    


    
      
        
        

      

      
        B-3