Unassociated Document


     

    FORM
      OF REGISTRATION RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of December __, 2007, by and among Wonder Auto
      Technology, Inc., a Nevada corporation (the “Company”),
      and
      the several purchasers signatory hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

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

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and each of the Purchasers agree as
      follows: 

     

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

     

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

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Agreement”
shall
      have the meaning set forth in the Preamble.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common stock of the Company, par value $0.0001 per share, and any securities
      into which such common stock may hereinafter be reclassified. 

     

    “Company”
shall
      have the meaning set forth in the Preamble.

     

    “Effective
      Date”
means
      the date that the Registration Statement filed pursuant to Section 2(a) is
      first
      declared effective by the Commission.

     

    “Effectiveness
      Deadline”
means,
      with respect to (A) the Initial Registration Statement or the New Registration
      Statement, the 90th
      calendar
      day following the Closing Date (or, in the event of a “full review” by the
      Commission, the 120th
      calendar
      day following the Closing Date) and (B) any additional Registration Statements
      that may be required pursuant to Section 2(a), the 90th
      calendar
      day following the date on which the Company, pursuant to SEC Guidance, is
      permitted to register for re-sale the securities set forth in such additional
      Registration Statement; provided,
      however,
      that if
      the Company is notified by the Commission that one or more of the above
      Registration Statements will not be reviewed or is no longer subject to further
      review and comments, the Effectiveness Deadline as to such Registration
      Statement shall be the fifth (5th)
      Trading
      Day following the date on which the Company is so notified if such date precedes
      the dates otherwise required above; provided,
      further,
      that if
      the Effectiveness Deadline falls on a Saturday, Sunday or other day that the
      Commission is closed for business, the Effectiveness Deadline shall be extended
      to the next Business Day on which the Commission is open for business.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Filing
      Deadline”
means,
      (A) with respect to the Initial Registration Statement required to be filed
      pursuant to Section 2(a), the 30th
      calendar
      day following the Closing Date and (B) with respect to any additional
      Registration Statements that may be required pursuant to Section 2(a), the
      earliest practical date on which the Company is permitted by SEC Guidance to
      file such additional Registration Statement related to the Registrable
      Securities, provided,
      however,
      that if
      the Filing Deadline falls on a Saturday, Sunday or other day that the Commission
      is closed for business, the Filing Deadline shall be extended to the next
      Business Day on which the Commission is open for business.

     

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

     

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

     

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

     

    “Initial
      Registration Statement”
means
      the initial Registration Statement filed pursuant to Section 2(a) of this
      Agreement.

     

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

     

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

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Principal
      Market”
means
      the Trading Market on which the Common Stock is primarily listed on and quoted
      for trading, which, as of the Closing Date, shall be the NASDAQ Global
      Market.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a
      deposition).

     

    “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”
shall
      have the meaning set forth in the Recitals.


    
      
        
        

      

      
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    “Purchaser”
or
      “Purchasers”
shall
      have the meaning set forth in the Preamble.

     

    “Registrable
      Securities”
means
      all of (i) the Shares and (ii) any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the foregoing,
      provided,
      that
      the Holder has completed and delivered to the Company a Selling Stockholder
      Questionnaire; and provided,
      further,
      that
      Shares shall cease to be Registrable Securities upon the earliest to occur
      of
      the following: (A) sale pursuant to a Registration Statement or Rule 144 under
      the Securities Act (in which case, only such security sold shall cease to be
      a
      Registrable Security); or (B) becoming eligible for sale without volume
      limitations by the Holder pursuant to Rule 144(k).

     

    “Registration
      Statement”
means
      any one or more registration statements of the Company filed under the
      Securities Act that covers the resale of any of the Registrable Securities
      pursuant to the provisions of this Agreement (including without limitation
      the
      Initial Registration Statement, the New Registration Statement and any Remainder
      Registration Statements), amendments and supplements to such Registration
      Statements, including post-effective amendments, all exhibits and all material
      incorporated by reference or deemed to be incorporated by reference in such
      Registration Statements.

     

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

     

    “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.

     

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

     

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

     

    “Selling
      Stockholder Questionnaire”
means
      a
      questionnaire in the form attached as Annex
      B
      hereto,
      or such other form of questionnaire as may reasonably be adopted by the Company
      from time to time.

     

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

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is listed or quoted and traded on its
      Principal 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 in the “pink sheets” by 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.


    
      
        
        

      

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

     

    2. Registration.

     

    (a) On
      or
      prior to the Filing Deadline, the Company shall prepare and file with the
      Commission a “Shelf” Registration Statement covering the resale of all of the
      Registrable Securities not already covered by an existing and effective
      Registration Statement for an offering to be made on a continuous basis pursuant
      to Rule 415, or if Rule 415 is not available for offers and sales of the
      Registrable Securities, by such other means of distribution of Registrable
      Securities as the Holders may reasonably specify (the “Initial
      Registration Statement”).
      The
      Initial Registration Statement shall be on Form S-3 (except if the Company
      is
      ineligible to register for resale the Registrable Securities on Form S-3, in
      which case such registration shall be on another appropriate form in accordance
      with Section
      2(e))
      and
      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” section attached hereto as Annex
      A.
      Notwithstanding the registration obligations set forth in this Section
      2,
      in the
      event the Commission 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 best efforts
      to
      file amendments to the Initial Registration Statement as required by the
      Commission and/or (iii) withdraw the Initial Registration Statement and file
      a
      new registration statement (a “New
      Registration Statement”),
      in
      either case covering the maximum number of Registrable Securities permitted
      to
      be registered by the Commission, 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 reasonable best efforts to advocate with the Commission
      for the registration of all of the Registrable Securities in accordance with
      the
      SEC Guidance, including without limitation, the Manual of Publicly Available
      Telephone Interpretations D.29. 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, the Company will use its reasonable
      best
      efforts to file with the Commission, as promptly as allowed by Commission or
      SEC
      Guidance provided to the Company or to registrants of securities in general,
      one
      or more registration statements on Form S-3 or such other form available to
      register for resale those Registrable Securities that were not registered for
      resale on the Initial Registration Statement, as amended, or the New
      Registration Statement (the “Remainder
      Registration Statements”).


    
      
        
        

      

      
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    (b) The
      Company shall use its reasonable best efforts to cause each Registration
      Statement to be declared effective by the Commission as soon as practicable
      and,
      with respect to the Initial Registration Statement or the New Registration
      Statement, as applicable, no later than the Effectiveness Deadline (including
      filing with the Commission a request for acceleration of effectiveness in
      accordance with Rule 461 promulgated under the Securities Act within five (5)
      Business Days after the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that such Registration Statement will
      not be “reviewed,” or not be subject to further review and the effectiveness of
      such Registration Statement may be accelerated), and shall use its reasonable
      best efforts to keep such Registration Statement continuously effective under
      the Securities Act until the earlier of (i) such time as all of the Registrable
      Securities covered by such Registration Statement have been publicly sold by
      the
      Holders or (ii) the date that all Registrable Securities covered by such
      Registration Statement may be sold by non-Affiliates without volume restrictions
      pursuant to Rule 144(k) (the “Effectiveness
      Period”).
      The
      Company shall request effectiveness of a Registration Statement as of 5:00
      p.m.
      New York City time on a Trading Day. The Company shall promptly notify the
      Holders via facsimile or electronic mail of a “.pdf” format data file of the
      effectiveness of a Registration Statement on the same Trading Day that the
      Company telephonically confirms effectiveness with the Commission, which shall
      be the date requested for effectiveness of a Registration Statement. The Company
      shall, by 9:30 a.m. New York City Time on the second Trading Day after the
      Effective Date, file a final Prospectus with the Commission, as required by
      Rule
      424(b). Notwithstanding any other provision of this Agreement and subject to
      the
      payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth
      a
      limitation of the number of Registrable Securities permitted to be registered
      on
      a particular Registration Statement (and notwithstanding that the Company used
      diligent efforts to advocate with the Commission for the registration of all
      or
      a greater number of Registrable Securities), the inclusion of the Shares in
      such
      Registration Statement shall take precedence over and shall not be cut back
      until the following securities of the Company are cut back and removed from
      such
      Registration Statement (in the following order): (i) any securities of the
      Company to be included in such Registration Statement pursuant to Section 6(b)
      (by reference to Schedule 3.1(y) to the Purchase Agreement), and (ii) Shares.
      Any required cutbacks of Shares shall be applied to the Purchasers pro-rata
      in
      accordance with the number of such Shares sought to be included in such
      Registration Statement by reference to such Purchaser’s (and in the case of a
      subsequent transfer the initial Purchaser’s) aggregate Subscription Amount
      relative to all Subscription Amounts. 

     

    (c) If:
      (i)
      the Initial Registration Statement is not filed with the Commission on or prior
      to the Filing Deadline, (ii) the Initial Registration Statement or the New
      Registration Statement, as applicable, is not declared effective by the
      Commission (or otherwise does not become effective) for any reason on or prior
      to the Effectiveness Deadline or (iii) after its Effective Date, (A) such
      Registration Statement ceases for any reason (including without limitation
      by
      reason of a stop order, or the Company’s failure to update the Registration
      Statement), but excluding the inability of any Holder to sell the Registrable
      Securities covered thereby due to market conditions, to remain continuously
      effective as to all Registrable Securities for which it is required to be
      effective or (B) the Holders are not permitted to utilize the Prospectus therein
      to resell such Registrable Securities, in the case of (A) and (B), for an
      aggregate , of more than 20 consecutive calendar days or more than an aggregate
      of 40 calendar days during any 12-month period (which need not be consecutive)
      other than as a result of a breach of this Agreement by a Holder or a Holder’s
      failure to return a Selling Stockholder Questionnaire within the time period
      provided by Section 2(d) hereof, (any such failure or breach in clauses (i)
      through (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 on which such 20 consecutive or 40 day calendar period
      (as applicable) is exceeded, being referred to as “Event Date”), then in
      addition to any other rights the Holders may have hereunder or under applicable
      law, on each such Event Date and on each monthly anniversary of each such Event
      Date (if the applicable Event shall not have been cured by such date) until
      the
      applicable Event is cured, the Company shall pay to each Holder an amount in
      cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”),
      equal to 1.0% of the aggregate purchase price paid by such Holder pursuant
      to
      the Purchase Agreement for any Registrable Securities then held by such Holder.
      The parties agree that (1) in no event shall the Company be liable in any 30-day
      period for Liquidated Damages under this Agreement in excess of 1.0% of the
      aggregate purchase price paid by the Holders pursuant to the Purchase Agreement
      and (2) the maximum aggregate Liquidated Damages payable to a Holder under
      this
      Agreement shall be ten percent (10%) of the aggregate purchase price paid by
      such Holder pursuant to the Purchase Agreement. If the Company fails to pay
      any
      partial Liquidated Damages pursuant to this Section in full within five (5)
      Business Days after the date payable, the Company will pay interest thereon
      at a
      rate of 1.0% per month (or such lesser maximum amount that is permitted to
      be
      paid by applicable law) to the Holder, accruing daily from the date such partial
      Liquidated Damages are due until such amounts, plus all such interest thereon,
      are paid in full. The partial Liquidated Damages pursuant to the terms hereof
      shall apply on a daily pro-rata basis for any portion of a month prior to the
      cure of an Event, except in the case of the first Event Date. 


    
      
        
        

      

      
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    (d) Each
      Holder agrees to furnish to the Company a completed Selling Stockholder
      Questionnaire not more than five (5) Trading Days following the date of this
      Agreement. Each Holder further agrees that it shall not be entitled to be named
      as a selling security holder in the Registration Statement or use the Prospectus
      for offers and resales of Registrable Securities at any time, unless such Holder
      has returned to the Company a completed and signed Selling Stockholder
      Questionnaire. If a Holder of Registrable Securities returns a Selling
      Stockholder Questionnaire after the deadline specified in the previous sentence,
      the Company shall use its best efforts to take such actions as are required
      to
      name such Holder as a selling security holder in the Registration Statement
      or
      any pre-effective or post-effective amendment thereto and to include (to the
      extent not theretofore included) in the Registration Statement the Registrable
      Securities identified in such late Selling Stockholder Questionnaire. Each
      Holder acknowledges and agrees that the information in the Selling Stockholder
      Questionnaire will be used by the Company in the preparation of the Registration
      Statement and hereby consents to the inclusion of such information in the
      Registration Statement.

     

    (e) In
      the
      event that Form S-3 is not  available for the registration of the resale of
      Registrable Securities hereunder, the Company shall
      (i)
      register the resale of the Registrable Securities on another appropriate form
      reasonably acceptable to the Holders and (ii) undertake to register the
      Registrable Securities on Form S-3 as soon as such form is available,
provided
      that the
      Company shall maintain the effectiveness of the Registration Statement then
      in
      effect until such time as a Registration Statement on Form S-3 covering the
      Registrable Securities has been declared effective by the
      Commission.

     

    3. Registration
      Procedures

     

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

     

    (a) Not
      less
      than five Trading Days prior to the filing of a Registration Statement and
      not
      less than one Trading Day prior to the filing of any related Prospectus or
      any
      amendment or supplement thereto (except for Annual Reports on Form 10-K, and
      Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar
      or successor reports), the
      Company shall furnish or otherwise make available to the
      Holder
      copies of such Registration Statement, Prospectus or amendment or supplement
      thereto, as proposed to be filed, which documents will be subject to the review
      of such Holder (it being acknowledged and agreed that if a Holder does not
      object to or comment on the aforementioned documents within such five Trading
      Day or one Trading Day period, as the case may be, then the Holder shall be
      deemed to have consented to and approved the use of such documents). The Company
      shall not file
      any
      Registration Statement or amendment or supplement thereto in a form to which
      a
      Holder reasonably objects
      in good
      faith, provided that, the Company is notified of such objection in writing
      within the five (5) Trading Day or one (1) Trading Day period described above,
      as applicable. 


    
      
        
        

      

      
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    (b) (i)
      Prepare and file with the Commission such amendments (including post-effective
      amendments) and supplements, 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
      (subject to the terms of this Agreement), and, as so supplemented or amended,
      to
      be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
      practicable 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 pertains
      to the Holders as “Selling Stockholders” but not any comments that would result
      in the disclosure to the Holders of material and non-public information
      concerning the Company; and (iv) comply with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of all Registrable
      Securities covered by a Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of (subject to the terms of
      this
      Agreement) in accordance with the intended methods of disposition by the Holders
      thereof set forth in such Registration Statement as so amended or in such
      Prospectus as so supplemented; provided, however, that each Purchaser shall
      be
      responsible for the delivery of the Prospectus to the Persons to whom such
      Purchaser sells any of the Shares (including in accordance with Rule 172 under
      the Securities Act), and each Purchaser agrees to dispose of Registrable
      Securities in compliance with the plan of distribution described in the
      Registration Statement and otherwise in compliance with applicable federal
      and
      state securities laws. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the
      Exchange Act, the Company shall have incorporated such report by reference
      into
      such Registration Statement, if applicable, or shall file such amendments or
      supplements with the Commission on the same day on which the Exchange Act report
      which created the requirement for the Company to amend or supplement such
      Registration Statement was filed.

     

    (c) Notify
      the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof,
      be accompanied by an instruction to suspend the use of the Prospectus until
      the
      requisite changes have been made) as promptly as reasonably practicable (and,
      in
      the case of (i)(A) below, not less than three Trading Days prior to such filing,
      in the case of (iii) and (iv) below, not more than one Trading Day after such
      issuance or receipt, in the case of (v) below, not less than one Trading Day
      after a determination by the Company that the financial statements in any
      Registration Statement have become ineligible for inclusion therein and, in
      the
      case of (vi) below, not more than one Trading Day after the occurrence or
      existence of such development) and (if requested by any such Person) confirm
      such notice in writing no later than one Trading Day following the day (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to a
      Registration Statement is proposed to be filed; (B) when the Commission notifies
      the Company whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on any Registration Statement (in
      which case the Company shall provide to the Holder true and complete copies
      of
      all comments that pertain to the Holders as a “Selling Stockholder” or to the
“Plan of Distribution” and all written responses thereto, but not information
      that 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 that pertains to the Holders as “Selling Stockholders” or the “Plan
      of Distribution”; (iii) of the issuance by the Commission or any other federal
      or state governmental authority of any stop order suspending the effectiveness
      of a Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose; (iv) of the receipt by
      the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; (v) of the occurrence of any event or passage of time that makes the
      financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in 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 the case of any Prospectus, form of prospectus or supplement thereto, in
      light of the circumstances under which they were made), not misleading; and
      (vi)
      the occurrence or existence of any pending development with respect to the
      Company that the Company believes may be material and that, in the determination
      of the Company, makes it not in the best interest of the Company to allow
      continued availability of a Registration Statement or Prospectus, provided,
      that any
      and all of such information shall remain confidential to each Holder until
      such
      information otherwise becomes public, unless disclosure by a Holder is required
      by law; provided,
      further,
      that
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information.


    
      
        
        

      

      
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    (d) Use
      commercially reasonable 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 soon as practicable.

     

    (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 Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission; provided,
      that
      the Company shall have no obligation to provide any document pursuant to this
      clause that is available on the Commission’s EDGAR system.

     

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

     

    (g) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement
      and under law, 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 reasonably request. 

     

    (h) Following
      the occurrence of any event contemplated by Section
      3(c)(iii)-(vi),
      as
      promptly as reasonably practicable, 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
      the case of any Prospectus, form of prospectus or supplement thereto, in light
      of the circumstances under which they were made), not misleading. 

     

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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (j) The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the natural persons thereof that
      have
      voting and dispositive control over the Shares. During any periods that the
      Company is unable to meet its obligations hereunder with respect to the
      registration of the Registrable Securities solely because any Holder fails
      to
      furnish such information within three Trading Days of the Company’s request, any
      liquidated damages that are accruing at such time as to such Holder only shall
      be tolled and any Event that may otherwise occur solely because of such delay
      shall be suspended as to such Holder only, until such information is delivered
      to the Company.

     

    4. Registration
      Expenses.
      All
      fees and expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement (excluding any underwriting discounts
      and
      selling commissions and all legal fees and expenses of legal counsel for any
      Holder) 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) with respect to compliance
      with applicable state securities or Blue Sky laws (including, without
      limitation, fees and disbursements of counsel for the Company in connection
      with
      Blue Sky qualifications or exemptions of the Registrable Securities and
      determination of the eligibility of the Registrable Securities for investment
      under the laws of such jurisdictions as requested by the Holders), (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. In no event shall the Company be
      responsible for any underwriting, broker or similar fees or commissions of
      any
      Holder or, except to the extent provided for in the Transaction Documents,
      any
      legal fees or other costs of the Holders.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify,
      defend and hold harmless each Holder, the officers, directors, agents, partners,
      members, managers, stockholders, Affiliates 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,
      partners, members, managers, stockholders, 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 investigation and
      reasonable attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred, that arise out of or are based upon (i) 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 to state 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, or (ii) any violation or alleged violation
      by
      the Company of the Securities Act, Exchange Act or any state securities law
      or
      any rule or regulation thereunder, in connection with the performance of its
      obligations under this Agreement, except to the extent, but only to the extent,
      that (A) such untrue statements, alleged untrue statements, omissions or alleged
      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 approved
      by such Holder expressly for use in a 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), (B) in the case of an occurrence of an event of the type
      specified in Section
      3(c)(iii)-(vi),
      related
      to the use by a Holder of an outdated or defective Prospectus after the Company
      has notified such Holder in writing that the Prospectus is outdated or defective
      and prior to the receipt by such Holder of the Advice contemplated and defined
      in Section
      6(e)
      below,
      but only if and to the extent that following the receipt of the Advice the
      misstatement or omission giving rise to such Loss would have been corrected
      or
      (C) any such Losses arise out of the Purchaser’s (or any other indemnified
      Person’s) failure to send or give a copy of the Prospectus or supplement (as
      then amended or supplemented) to the Persons asserting an untrue statement
      or
      alleged untrue statement or alleged untrue statement or omission or alleged
      omission at or prior to the written confirmation of the sale of Registrable
      Securities to such Person if such statement or omission was corrected in such
      Prospectus or supplement. The Company shall notify the Holders promptly of
      the
      institution, threat or assertion of any Proceeding arising from or in connection
      with the transactions contemplated by this Agreement of which the Company is
      aware. Such indemnity shall remain in full force and effect regardless of any
      investigation made by or on behalf of an Indemnified Party and shall survive
      the
      transfer of the Registrable Securities by the Holders.

     

    (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 out of or are based upon
      (x)
      such Holder’s failure to comply with the prospectus delivery requirements of the
      Securities Act or (y) any untrue or alleged untrue statement of a material
      fact
      contained in any Registration Statement, any Prospectus, or 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 any form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading (i) to the extent, but only to the extent, that 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
      (ii) 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
      approved by such Holder expressly for use in a Registration Statement (it being
      understood that the Holder has approved Annex
      A
      hereto
      for this purpose), such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto or (iii) in the case of an occurrence of an
      event of the type specified in Section
      3(c)(iii)-(vi),
      to the
      extent related to the use by such Holder of an outdated or defective Prospectus
      after the Company has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the Advice
      contemplated in Section
      6(e).
      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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest exists 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); provided,
      that
      the Indemnifying Party shall not 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, delayed or conditioned. No Indemnifying Party shall, without the
      prior
      written consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

     

    Subject
      to the terms of this Agreement, all fees and expenses of the Indemnified Party
      (including reasonable fees and expenses to the extent incurred in connection
      with investigating or preparing to defend such Proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within twenty Trading Days of written notice thereof to the
      Indemnifying Party; provided,
      that
      the Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is finally judicially determined to not be entitled to
      indemnification hereunder). The failure to deliver written notice to the
      Indemnifying Party within a reasonable time of the commencement of any such
      action shall not relieve such Indemnifying Party of any liability to the
      Indemnified Party under this Section 5, except to the extent that the
      Indemnifying Party is prejudiced in its ability to defend such
      action.

     

    (d) Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party, 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 this Agreement, 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 was available to such party in
      accordance with its terms. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties and are not in dimunition or limitation of the indemnification
      provisions under the Purchase Agreement.

     

    6. 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, including recovery of damages, 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.

     

    (b) No
      Piggyback on Registrations.
      Except
      and to the extent specified in Schedule 3.1(y) to the Purchase Agreement,
      neither the Company nor any of its security holders (other than the Holders
      in
      such capacity pursuant hereto) may include securities of the Company in a
      Registration Statement other than the Registrable Securities and the Company
      shall not prior to the Effective Date enter into any agreement providing any
      such right to any of its security holders. The Company shall not, from the
      date
      hereof until the date that is 60 days after the Effective Date of the
      Registration Statement, prepare and file with the Commission a registration
      statement relating to an offering for its own account under the Securities
      Act
      of any of its equity securities other than a registration statement on Form
      S-8
      or, in connection with an acquisition, on Form S-4. For the avoidance of doubt,
      the Company shall not be prohibited from preparing and filing with the
      Commission a registration statement relating to an offering of Common Stock
      by
      existing stockholders of the Company under the Securities Act pursuant to the
      terms of registration rights held by such stockholder or from filing amendments
      to registration statements filed prior to the date of this
      Agreement.

     

    (c) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement and shall sell
      the Registrable Securities only in accordance with a method of distribution
      described in the Registration Statement.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (d) Discontinued
      Disposition.
      By its
      acquisition of Registrable Securities, each Holder agrees that, upon receipt
      of
      a notice from the Company of the occurrence of any event of the kind described
      in Section
      3(c)(iii)-(vi),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under a Registration Statement until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed. The Company may provide appropriate
      stop orders to enforce the provisions of this paragraph.

     

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

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, or waived unless the same shall be in
      writing and signed by the Company and Holders holding a majority of the then
      outstanding Registrable Securities. Notwithstanding the foregoing, a waiver
      or
      consent to depart from the provisions hereof with respect to a matter that
      relates exclusively to the rights of Holders and that does not directly or
      indirectly affect the rights of other Holders may be given by Holders of all
      of
      the Registrable Securities to which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.
      

     

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

     

    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement. The Company
      may
      not assign its rights (except by merger) or obligations hereunder without the
      prior written consent of all the Holders of the then outstanding Registrable
      Securities. Each Holder may assign its respective rights hereunder in the manner
      and to the Persons as permitted under the Purchase Agreement.

     

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

     

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

     

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


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (l) 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 good faith 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.

     

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

     

    (n) Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser hereunder, and no Purchaser shall
      be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. The decision of each Purchaser to purchase the Shares
      pursuant to the Transaction Documents has been made independently of any other
      Purchaser. Nothing contained herein or in any other agreement or document
      delivered at any closing, and no action taken by any Purchaser pursuant hereto
      or thereto, shall be deemed to constitute the Purchasers as a partnership,
      an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert with respect
      to
      such obligations or the transactions contemplated by this Agreement. Each
      Purchaser acknowledges that no other Purchaser has acted as agent for such
      Purchaser in connection with making its investment hereunder and that no
      Purchaser will be acting as agent of such Purchaser in connection with
      monitoring its investment in the Shares or enforcing its rights under the
      Transaction Documents. Each Purchaser shall be entitled to protect and enforce
      its rights, including, without limitation, the rights arising out of this
      Agreement, and it shall not be necessary for any other Purchaser to be joined
      as
      an additional party in any Proceeding for such purpose. The Company acknowledges
      that each of the Purchasers has been provided with the same Registration Rights
      Agreement for the purpose of closing a transaction with multiple Purchasers
      and
      not because it was required or requested to do so by any Purchaser.

    


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

     

    
      	
              WONDER
                AUTO TECHNOLOGY, INC.

            
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

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

    


    
      	
              NAME
                OF INVESTING ENTITY

            
	 
	 
	 	 
	
              AUTHORIZED
                SIGNATORY

            
	 	 
	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              ADDRESS
                FOR NOTICE

            
	 	 
	
              c/o:
                

            	 
	 	 
	
              Street:
                

            	 
	 	 
	
              City/State/Zip:  
                

            	 
	 	 
	
              Attention:
                

            	 
	 	 
	
              Tel:

            	 
	 	 
	
              Fax:

            	 
	 	 
	
              Email:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

    PLAN
      OF DISTRIBUTION

    


    We
      are
      registering the shares of Common Stock issued to the selling stockholders to
      permit the resale of these shares of Common Stock by the holders of the shares
      of Common Stock from time to time after the date of this prospectus. We will
      not
      receive any of the proceeds from the sale by the selling stockholders of the
      shares of Common Stock. We will bear all fees and expenses incident to our
      obligation to register the shares of Common Stock.

    


    The
      selling stockholders may sell all or a portion of the shares of Common Stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      Common Stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent's commissions. The shares of Common Stock may be sold on any national
      securities exchange or quotation service on which the securities may be listed
      or quoted at the time of sale, in the over-the-counter market or in transactions
      otherwise than on these exchanges or systems or in the over-the-counter market
      and in one or more transactions at fixed prices, at prevailing market prices
      at
      the time of the sale, at varying prices determined at the time of sale, or
      at
      negotiated prices. These sales may be effected in transactions, which may
      involve crosses or block transactions. The selling stockholders may use any
      one
      or more of the following methods when selling shares:

     

    
      
        
          	
                	·	
                  ordinary
                    brokerage transactions and transactions in which the broker-dealer
                    solicits purchasers;

                


        

      

    

     

    
      
        
          	
                	·	
                  block
                    trades in which the broker-dealer will attempt to sell the shares
                    as agent
                    but may position and resell a portion of the block as principal
                    to
                    facilitate the
                    transaction;

                


        

      

    

     

    
      
        
          	
                	·	
                  purchases
                    by a broker-dealer as principal and resale by the broker-dealer
                    for its
                    account;

                


        

      

    

     

    
      
        
          	
                	·	
                  an
                    exchange distribution in accordance with the rules of the applicable
                    exchange;

                


        

      

    

     

    
      
        
          	
                	·	
                  privately
                    negotiated
                    transactions;

                


        

      

    

     

    
      
        
          	
                	·	
                  settlement
                    of short sales entered into after the effective date of the registration
                    statement of which this prospectus is a
                    part;

                


        

      

    

     

    
      
        
          	
                	·	
                  broker-dealers
                    may agree with the selling stockholders to sell a specified number
                    of such
                    shares at a stipulated price per
                    share;

                


        

      

    

     

    
      
        
          	
                	·	
                  through
                    the writing or settlement of options or other hedging transactions,
                    whether such options are listed on an options exchange or
                    otherwise;

                


        

      

    

     

    
      
        
          	
                	·	
                  a
                    combination of any such methods of sale;
                    and

                


        

      

    

     

    
      
        
          	
                	·	
                  any
                    other method permitted pursuant to applicable
                    law.

                


        

      

    

     

    The
      selling stockholders also may resell all or a portion of the shares in open
      market transactions in reliance upon Rule 144 under the Securities Act, as
      permitted by that rule, or Section 4(1) under the Securities Act, if available,
      rather than under this prospectus, provided that they meet the criteria and
      conform to the requirements of those provisions.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Broker-dealers
      engaged by the selling stockholders may arrange for other broker-dealers to
      participate in sales. If the selling stockholders effect such transactions
      by
      selling shares of Common Stock to or through underwriters, broker-dealers or
      agents, such underwriters, broker-dealers or agents may receive commissions
      in
      the form of discounts, concessions or commissions from the selling stockholders
      or commissions from purchasers of the shares of Common Stock for whom they
      may
      act as agent or to whom they may sell as principal. Such commissions will be
      in
      amounts to be negotiated, but, except as set forth in a supplement to this
      Prospectus, in the case of an agency transaction will not be in excess of a
      customary brokerage commission in compliance with FINRA Rule 2440; and in the
      case of a principal transaction a markup or markdown in compliance with FINRA
      IM-2440. 

     

    In
      connection with sales of the shares of Common Stock or otherwise, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the shares
      of
      Common Stock in the course of hedging in positions they assume. The selling
      stockholders may also sell shares of Common Stock short and if such short sale
      shall take place after the date that this Registration Statement is declared
      effective by the Commission, the selling stockholders may deliver shares of
      Common Stock covered by this prospectus to close out short positions and to
      return borrowed shares in connection with such short sales. The selling
      stockholders may also loan or pledge shares of Common Stock to broker-dealers
      that in turn may sell such shares, to the extent permitted by applicable law.
      The selling stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such transaction).
      Notwithstanding the foregoing, the selling stockholders have been advised that
      they may not use shares registered on this registration statement to cover
      short
      sales of our common stock made prior to the date the registration statement,
      of
      which this prospectus forms a part, has been declared effective by the
      SEC.

     

    The
      selling stockholders may, from time to time, pledge or grant a security interest
      in some or all of the shares of Common Stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of Common Stock from time to time pursuant to
      this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933, as amended, amending, if
      necessary, the list of selling stockholders to include the pledgee, transferee
      or other successors in interest as selling stockholders under this prospectus.
      The selling stockholders also may transfer and donate the shares of Common
      Stock
      in other circumstances in which case the transferees, donees, pledgees or other
      successors in interest will be the selling beneficial owners for purposes of
      this prospectus.

     

    The
      selling stockholders and any broker-dealer or agents participating in the
      distribution of the shares of Common Stock may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with
      such sales. In such event, any commissions paid, or any discounts or concessions
      allowed to, any such broker-dealer or agent and any profit on the resale of
      the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Selling Stockholders who are "underwriters"
      within the meaning of Section 2(11) of the Securities Act will be subject to
      the
      prospectus delivery requirements of the Securities Act and may be subject to
      certain statutory liabilities of, including but not limited to, Sections 11,
      12
      and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange
      Act of 1934, as amended, or the Exchange Act.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
      selling stockholder has informed the Company that it is not a registered
      broker-dealer and does not have any written or oral agreement or understanding,
      directly or indirectly, with any person to distribute the Common Stock. Upon
      the
      Company being notified in writing by a selling stockholder that any material
      arrangement has been entered into with a broker-dealer for the sale of common
      stock through a block trade, special offering, exchange distribution or
      secondary distribution or a purchase by a broker or dealer, a supplement to
      this
      prospectus will be filed, if required, pursuant to Rule 424(b) under the
      Securities Act, disclosing (i) the name of each such selling stockholder and
      of
      the participating broker-dealer(s), (ii) the number of shares involved, (iii)
      the price at which such the shares of Common Stock were sold, (iv) the
      commissions paid or discounts or concessions allowed to such broker-dealer(s),
      where applicable, (v) that such broker-dealer(s) did not conduct any
      investigation to verify the information set out or incorporated by reference
      in
      this prospectus, and (vi) other facts material to the transaction. In no event
      shall any broker-dealer receive fees, commissions and markups, which, in the
      aggregate, would exceed eight percent (8%). 

     

    Under
      the
      securities laws of some states, the shares of Common Stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of Common Stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of Common Stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

     

    Each
      selling stockholder and any other person participating in such distribution
      will
      be subject to applicable provisions of the Securities Exchange Act of 1934,
      as
      amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of Common Stock by the selling
      stockholder and any other participating person. Regulation M may also restrict
      the ability of any person engaged in the distribution of the shares of Common
      Stock to engage in market-making activities with respect to the shares of Common
      Stock. All of the foregoing may affect the marketability of the shares of Common
      Stock and the ability of any person or entity to engage in market-making
      activities with respect to the shares of Common Stock.

     

    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, including, without limitation, Securities
      and
      Exchange Commission filing fees and expenses of compliance with state securities
      or “blue sky” laws; provided,
      however,
      that
      each selling stockholder will pay all underwriting discounts and selling
      commissions, if any and any related legal expenses incurred by it. We will
      indemnify the selling stockholders against certain liabilities, including some
      liabilities under the Securities Act, in accordance with the registration rights
      agreements, or the selling stockholders will be entitled to contribution. We
      may
      be indemnified by the selling stockholders against civil liabilities, including
      liabilities under the Securities Act, that may arise from any written
      information furnished to us by the selling stockholders specifically for use
      in
      this prospectus, in accordance with the related registration rights agreements,
      or we may be entitled to contribution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      B

     

    WONDER
      AUTO TECHNOLOGY, INC.

     

    SELLING
      STOCKHOLDER NOTICE AND QUESTIONNAIRE

    


    The
      undersigned holder of shares of the common stock, par value $0.0001 per share
      of
      Wonder Auto Technology, Inc. (the “Company”)
      issued
      pursuant to a certain Securities Purchase Agreement by and among the Company
      and
      the Purchasers named therein, dated as of December __, 2007 (the “Agreement”),
      understands that the Company intends to file with the Securities and Exchange
      Commission a registration statement on Form S-3 (except if the Company is
      ineligible to register for resale the Registrable Securities on Form S-3, in
      which case such registration shall be on another appropriate form, the
“Resale
      Registration Statement”)
      for
      the registration and the resale under Rule 415 of the Securities Act of 1933,
      as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities in accordance with the terms of the Agreement. All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Agreement. 

    


    In
      order
      to sell or otherwise dispose of any Registrable Securities pursuant to the
      Resale Registration Statement, a holder of Registrable Securities generally
      will
      be required to be named as a selling stockholder in the related prospectus
      or a
      supplement thereto (as so supplemented, the “Prospectus”),
      deliver the Prospectus to purchasers of Registrable Securities (including
      pursuant to Rule 172 under the Securities Act) and be bound by the provisions
      of
      the Agreement (including certain indemnification provisions, as described
      below). Holders must complete and deliver this Notice and Questionnaire in
      order
      to be named as selling stockholders in the Prospectus. Holders
      of Registrable Securities who do not complete, execute and return this Notice
      and Questionnaire within five (5)Trading Days following the date of the
      Agreement (1) will not be named as selling stockholders in the Resale
      Registration Statement or the Prospectus and (2) may not use the Prospectus
      for
      resales of Registrable Securities. 

    


    Certain
      legal consequences arise from being named as a selling stockholder in the Resale
      Registration Statement and the Prospectus. Holders of Registrable Securities
      are
      advised to consult their own securities law counsel regarding the consequences
      of being named or not named as a selling stockholder in the Resale Registration
      Statement and the Prospectus.

     

    NOTICE

     

    The
      undersigned holder (the “Selling
      Stockholder”)
      of
      Registrable Securities hereby gives notice to the Company of its intention
      to
      sell or otherwise dispose of Registrable Securities owned by it and listed
      below
      in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
      Registration Statement. The undersigned, by signing and returning this Notice
      and Questionnaire, understands and agrees that it will be bound by the terms
      and
      conditions of this Notice and Questionnaire and the Agreement. 

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate and complete:


    


    QUESTIONNAIRE

     

    
      	1.	
              Name.

            


    

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling Stockholder:

            


    

     

    
      	 	
               

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	 	 
	 	 


    

    


    
      	 	
              (c)

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

            


    

     

    
      	 	 
	 	 


    

     

    2.
      Address for Notices to Selling Stockholder:

     

    
      	 
	 
	 
	
              Telephone: 

            	 


    

     

    
      	
              Fax: 

            	 


    

     

    
      	
              Contact Person: 

            	 


    

     

    
      	
              E-mail address of Contact Person:

            	 


    

    


    3.
      Beneficial Ownership of Registrable Securities Issuable Pursuant to the
      Agreement:

     

    
      	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially owned and issued
                pursuant to the Agreement:

            


    

     

    
      	 	 
	 	 
	 	 
	 	 


    

    


     

    
      	 	
              (b)

            	
              Number
                of shares of Common Stock to be registered pursuant to this Notice
                for
                resale:

            


    

     

    
      	 	 
	 	 
	 	 
	 	 


    

     

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    
      Yes o  No o

    

     

    
      	
            	(b)	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for  investment
                banking services to the Company?

            


    

     

    Yes o  No o


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (c)

            	
              Are
                you an Affiliate of a
                broker-dealer?

            


    

    
       

      Yes o  No o

    

     

    
      	 	
              Note:

            	
              If
                yes, provide a narrative explanation
                below:

            


    

     

    
      	 	 
	 	 
	 	 


    

     

    
      	 	
              (d)

            	
              If
                you are an Affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    
      
         

        Yes o  No o

      

    

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Stockholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    Type
      and
      amount of other securities beneficially owned:

    
       

      
        	 	 
	 	 
	 	 


      

       

    

    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its Affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or Affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 	 
	 	 
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.
      Plan of Distribution:

     

    The
      undersigned has reviewed the form of Plan of Distribution attached as Annex
      A to
      the Registration Rights Agreement, and hereby confirms that, except as set
      forth
      below, the information contained therein regarding the undersigned and its
      plan
      of distribution is correct and complete.

     

    State
      any
      exceptions here:

    
       

      
        	 	 
	 	 
	 	 


      

    

     

    ***********

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the effective date of any applicable Resale Registration Statement.
      All notices hereunder and pursuant to the Agreement shall be made in writing,
      by
      hand delivery, confirmed or facsimile transmission, first-class mail or air
      courier guaranteeing overnight delivery at the address set forth below. In
      the
      absence of any such notification, the Company shall be entitled to continue
      to
      rely on the accuracy of the information in this Notice and
      Questionnaire.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items (1) through (7) above and the inclusion
      of such information in the Resale Registration Statement and the Prospectus.
      The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of any such Registration
      Statement and the Prospectus.

     

    By
      signing below, the undersigned acknowledges that it understands its obligation
      to comply, and agrees that it will comply, with the provisions of the Exchange
      Act and the rules and regulations thereunder, particularly Regulation M in
      connection with any offering of Registrable Securities pursuant to the Resale
      Registration Statement. The undersigned also acknowledges that it understands
      that the answers to this Questionnaire are furnished for use in connection
      with
      Registration Statements filed pursuant to the Registration Rights Agreement
      and
      any amendments or supplements thereto filed with the Commission pursuant to
      the
      Securities Act.

     

    The
      undersigned hereby acknowledges and is advised of the following Interpretation
      A.65 of the July 1997 SEC Manual of Publicly Available Telephone Interpretations
      regarding short selling:

     

    “An
      Issuer filed a Form S-3 registration statement for a secondary offering of
      common stock which is not yet effective. One of the selling stockholders wanted
      to do a short sale of common stock “against the box” and cover the short sale
      with registered shares after the effective date. The issuer was advised that
      the
      short sale could not be made before the registration statement become effective,
      because the shares underlying the short sale are deemed to be sold at the time
      such sale is made. There would, therefore, be a violation of Section 5 if the
      shares were effectively sold prior to the effective date.”

     

    By
      returning this Questionnaire, the undersigned will be deemed to be aware of
      the
      foregoing interpretation.

     

    I
      confirm
      that, to the best of my knowledge and belief, the foregoing statements
      (including without limitation the answers to this Questionnaire) are
      correct.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this
      Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	Dated:	 	 	
              Beneficial Owner:

            	 


    

     

    
      	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


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

    


    David
      W.
      Stadinski

    Piper
      Jaffray & Co. 

    150
      East
      42nd
      Street,
      35th
      Floor

    New
      York,
      New York 10017

    Tel:
      (212) 284-9572

    Fax:
      (212) 658-9604

    Email:
      david.w.stadinski@pjc.com