Unassociated Document


    EXHIBIT
      4.8

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of October 3, 2007, by and among Victory Divide Mining
      Company, a Nevada corporation (the “Company”),
      and
      the purchasers listed on Schedule I hereto (the “Purchasers”).

     

    This
      Agreement is being entered into pursuant to the Series A Convertible Preferred
      Stock Purchase Agreement dated as of the date hereof among the Company and
      the
      Purchasers (the “Purchase
      Agreement”).

     

    The
      Company and the Purchasers hereby agree as follows:

     

    
      	 	
              1.

            	
              Definitions.

            


    

     

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

     

    “Additional
      Filing Date”
shall
      mean the thirtieth (30th)
      day
      following the date on which a Demand Notice is received by the Company;
provided
      that if
      any Additional Filing Date falls on a Saturday, Sunday or any other day which
      shall be a legal holiday or a day on which the Commission is authorized by
      law
      or other government actions to close, the Additional Filing Date shall be the
      following Business Day.

     

    “Advice”
shall
      have meaning set forth in Section 3(m).

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms of
      “affiliated,”
      “controlling”
and
      “controlled”
have
      meanings correlative to the foregoing.

     

    “Board”
shall
      have meaning set forth in Section 3(n).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a legal holiday
      or a
      day on which banking institutions in the state of New York generally are
      authorized or required by law or other government actions to close.

     

    “Closing
      Date”
means
      the date of the Closing of the purchase and sale of the Preferred Stock and
      the
      Warrants pursuant to the Purchase Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

    


    
      
        
          
          

        

        
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    “Common
      Stock”
means
      the Company’s Common Stock, par value $0.001 per share.

     

    “Demand
      Notice”
shall
      have the meaning set forth in Section 2A.

     

    “Effectiveness
      Date”
means,
      with respect to any Registration Statement the earlier of (A) the one hundred
      twentieth (120th)
      day
      following the Filing Date or any Additional Filing Dates, as applicable, or
      (B)
      in the event the Registration Statement receives a “full review” by the
      Commission, the one hundred fiftieth (150th)
      day
      following the Filing Date or any Additional Filing Dates, as applicable, which
      shall be extended for an additional thirty (30) days in the event the Commission
      provides comments solely on the issues related to Rule 415, or (C) the date
      which is within three (3) Business Days after the date on which the Commission
      informs the Company the (i) the Commission will not review a Registration
      Statement or (ii) the Company may request the acceleration of the effectiveness
      of a Registration Statement and the Company makes such request; provided,
      that,
      if the Effectiveness Date falls on a Saturday, Sunday or any other day which
      shall be a legal holiday or a day on which the Commission is authorized or
      required by law or other government actions to close, the Effectiveness Date
      shall be the following Business Day.

     

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

     

    “Event”
shall
      have the meaning set forth in Section 7(e).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 7(e).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Filing
      Date”
means,
      the thirtieth (30th)
      day
      following the Closing Date; provided,
      that,
      if the Filing Date falls on a Saturday, Sunday or any other day which shall
      be a
      legal holiday or a day on which the Commission is authorized or required by
      law
      or other government actions to close, the Filing Date shall be the following
      Business Day.

     

    “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).

     

    “Initiating
      Holders”
shall
      have the meaning set forth in Section 2A.

     

    “Little
      Shares”
means
      the shares of Common Stock listed in Schedule II hereto.

     

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

     

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

    


    
      
        
          
          

        

        
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    “Preferred
      Stock”
means
      shares of the Company’s Series A Convertible Preferred Stock issued to the
      Purchasers pursuant to the Purchase Agreement.

     

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

     

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

     

    “Registrable
      Securities”
means
      (i) the shares of Common Stock issuable upon conversion of the Preferred Stock
      (“Conversion Shares”), (ii) the shares of Common Stock issuable upon exercise of
      the Warrants (collectively, the “Warrant Shares”) and (iii) the shares of Common
      Stock that may be acquired by the Purchasers either (x) upon their release
      from
      escrow on the terms and subject to the conditions set forth in the Securities
      Escrow Agreement (the “Escrow Shares”) and (y) pursuant to Section 3.25 of the
      Purchase Agreement (the “Principal Stockholder Shares”).

     

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

     

    “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
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

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

     

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

     

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

    


    
      
        
          
          

        

        
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    “Securities
      Escrow Agreement”
means
      the Securities Escrow Agreement dated as of October 3, 2007 by and among the
      Company, Vision Opportunity Master Fund, Ltd, as purchaser representative
Winner
      State International Limited, a British Virgin Islands company and Loeb &
Loeb LLP.

     

    “Series
      J Warrant”
means
      the Series J Warrant of the Company dated October 3, 2007.

     

    “Series
      B Convertible Preferred Stock”
means
      the $0.001 par value per share Series B Convertible Preferred Stock of the
      Company.

     

    “Special
      Counsel”
means
      ____________________, for which the Holders will be reimbursed by the Company
      pursuant to Section 4.

     

    “2008
      Escrow Shares”
shall
      have the meaning ascribed to such term in the Securities Escrow
      Agreement.

     

    “2007
      Escrow Shares”
shall
      have the meaning ascribed to such term in the Securities Escrow
      Agreement.

     

    “Warrants”
means
      the warrants to purchase shares of Common Stock issued to the Purchasers
      pursuant to the Purchase Agreement.

     

    2. Resale
      Registrations. 

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      a “resale” Registration Statement providing for the resale of all Conversion
      Shares for an offering to be made on a continuous basis pursuant to Rule 415.
      Such Registration Statement shall be on Form SB-2 (except if the Company is
      not
      then eligible to register for resale the Conversion Shares on Form SB-2, in
      which case such registration shall be on another appropriate form in accordance
      herewith and the Securities Act and the rules promulgated thereunder). Such
      Registration Statement shall cover to the extent allowable under the Securities
      Act and the rules promulgated thereunder (including Rules 415 and 416), such
      indeterminate number of additional shares of Common Stock resulting from stock
      splits, stock dividends or similar transactions with respect to the Conversion
      Shares. The Company shall (i) not permit any securities other than the
      Conversion Shares to be included in such Registration Statement and (ii) use
      its
      best efforts to cause such Registration Statement to be declared effective
      under
      the Securities Act as promptly as possible after the filing thereof, but in
      any
      event prior to the applicable Effectiveness Date, and to keep such Registration
      Statement continuously effective under the Securities Act until such date as
      is
      the earlier of (x) the date when all Conversion Shares covered by such
      Registration Statement have been sold or (y) the date on which the Conversion
      Shares may be sold without any restriction pursuant to Rule 144(k) as determined
      by the counsel to the Company pursuant to a written opinion letter, addressed
      to
      the Company’s transfer agent to such effect (the “Effectiveness Period”). The
      Company shall request that the effective time of any such Registration Statement
      is 5:00 p.m. Eastern Time on the effective date. 

    


    
      
        
          
          

        

        
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    (b) In
      the
      event that the Company is unable to register for resale under Rule 415 all
      of
      the Conversion Shares and Little Shares on the Registration Statement that
      it
      has agreed to file pursuant to the first sentence of this Section 2(a) due
      to
      limits imposed by the Commission’s interpretation of Rule 415, the Company will
      file a Registration Statement under the Securities Act with the Commission
      covering the resale by the Purchasers of such lesser amount of the Conversion
      Shares and the Little Shares as the Company is able to register pursuant to
      the
      Commission’s interpretation of Rule 415 of Regulation C under the Securities Act
      and use its reasonable best efforts to have such Registration Statement become
      effective as promptly as possible and, when permitted to do so by the
      Commission, to file subsequent registration statement(s) under the Securities
      Act with the Commission covering the resale of any Conversion Shares and Little
      Shares that were omitted from previous registration statement(s) and use its
      reasonable best efforts to have such registration declared effective as promptly
      as possible. In furtherance of the Company’s obligations set forth in the
      preceding sentence, the parties hereby agree that in the event that any Holder
      shall deliver to the Company a written notice at any time after the later of
      (x)
      the date which is six months after the Effectiveness Date of the latest
      Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof,
      as applicable, or (y) the date on which all Conversion Shares registered on
      all
      of the prior Registration Statements filed pursuant to Section 2(a) and 2(b)
      hereof are sold, that the Company shall file, within 30 days following the
      date
      of receipt of such written notice, an additional Registration Statement
      registering any Conversion Shares that were omitted from the initial
      Registration Statement. 

     

    2A. Demand
      Registrations.

     

    (a) At
      any
      time following the date on which all Conversion Shares have been registered
      for
      resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder
      or Holders owning 25% or more in interest of the Registrable Securities (other
      than the Conversion Shares) (the “Initiating Holders”) may request that the
      Company file a Registration Statement providing for the resale of all
      Registrable Securities then held by the Initiating Holders by giving written
      notice (a “Demand Notice”) of such demand to the Company. The Demand Notice
      shall describe the number of Registrable Securities intended to be disposed
      of
      and the intended method of disposition. The Company shall then prepare and
      file
      with the Commission on or prior to the Additional Filing Date, a “resale”
Registration Statement providing for the resale of all Registrable Securities
      included in the Demand Notice for an offering to be made on a continuous basis
      pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2
      (except if the Company is not then eligible to register for resale such
      Registrable Securities on Form SB-2, in which case such registrations shall
      be
      on another appropriate form in accordance herewith and the Securities Act and
      the rules promulgated thereunder). Each such Registration Statement shall cover
      to the extent allowable under the Securities Act and the rules promulgated
      thereunder (including Rules 415 and 416), such indeterminate number of
      additional shares of Common Stock resulting from stock splits, stock dividends
      or similar transactions with respect to the Registrable Securities. The Company
      shall (i) not permit any securities other than the Registrable Securities to
      be
      included in any such Registration Statement and (ii) use its reasonable best
      efforts to cause any such Registration Statement to be declared effective under
      the Securities Act as promptly as possible after the filing thereof, but in
      any
      event prior to the applicable Effectiveness Date, and to keep any such
      Registration Statement continuously effective under the Securities Act until
      such date as is the earlier of (x) the date when all Registrable Securities
      covered by such Registration Statement have been sold or (y) the date on which
      the Registrable Securities may be sold without any restriction pursuant to
      Rule
      144(k) as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company’s transfer agent to such effect (the
“Effectiveness Period”). The Company shall request that the effective time of
      any such Registration Statement is 5:00 p.m. Eastern Time on the effective
      date.


    


    
      
        
          
          

        

        
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    (b) In
      the
      event that the Company is unable to register for resale under Rule 415 all
      of
      the Registrable Securities on any of the Registration Statements that it has
      agreed to file pursuant to the first sentence of this Section 2A(a) due to
      limits imposed by the Commission’s interpretation of Rule 415 of Regulation C,
      the Company will file a Registration Statement under the Securities Act with
      the
      Commission covering the resale by the Purchasers of such lesser amount of the
      Registrable Securities (in the proportions set forth in the last sentence of
      this Section 2A(b)) as the Company is able to register pursuant to the
      Commission’s interpretation of Rule 415 and use its reasonable best efforts to
      have such Registration Statement become effective as promptly as possible,
      and,
      when permitted to do so by the Commission, to file subsequent registration
      statement(s) under the Securities Act with the Commission covering the resale
      of
      any Registrable Securities that were omitted from its prior Registration
      Statements filed with the Commission pursuant to this Section 2A(b) and use
      its
      reasonable best efforts to have such registration declared effective as promptly
      as possible. In furtherance of the Company’s obligations set forth in the
      preceding sentence, the parties hereby agree that in the event that any Holder
      shall deliver to the Company a written notice at any time after the later of
      (x)
      the date which is six months after the Effectiveness Date of the latest
      Registration Statement filed pursuant to Section 2A(a) or 2A(b) hereof, as
      applicable, or (y) the date on which all Registrable Securities registered
      on
      all of the prior Registration Statements filed pursuant to Section 2A(a) and
      2A(b) hereof are sold, that the Company shall file, within 30 days following
      the
      date of receipt of such written notice, an additional Registration Statement
      registering any Registrable Securities that were the subject of the applicable
      Demand Notice that were omitted from such prior Registration Statements.


     

    
      	 	
              3.

            	
              Registration
                Procedures.

            


    

     

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

     

    (a) Prepare
      and file with the Commission, on or prior to each of the Filing Date and each
      Additional Filing Date, a Registration Statement on Form SB-2 (or if the Company
      is not then eligible to register for resale the Registrable Securities on Form
      SB-2 such registration shall be on another appropriate form in accordance
      herewith and the Securities Act and the rules promulgated thereunder) in
      accordance with the plan of distribution as set forth on Exhibit
      A
      hereto
      and in accordance with applicable law, and cause such Registration Statement
      to
      become effective and remain effective as provided herein; provided,
      however,
      that
      not less than five (5) Business Days prior to the filing of such Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall (i) furnish to the Holders and any Special Counsel, copies of
      all
      such documents proposed to be filed, which documents will be subject to the
      review of such Holders and such Special Counsel, and (ii) cause its officers
      and
      directors, counsel and independent certified public accountants to respond
      to
      such inquiries as shall be necessary, in the reasonable opinion of Special
      Counsel, to conduct a reasonable review of such documents. The Company shall
      not
      file any Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities or any Special Counsel shall reasonably object in writing within
      three (3) Business Days of their receipt thereof.

    


    
      
        
          
          

        

        
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement as may be necessary to keep such
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the applicable Effectiveness Period and prepare and file with
      the
      Commission such additional Registration Statements as necessary in order to
      register for resale under the Securities Act all of the Registrable Securities;
      (ii) cause any related Prospectus to be amended or supplemented by any required
      Prospectus supplement, and as so supplemented or amended to be filed pursuant
      to
      Rule 424 (or any similar provisions then in force) promulgated under the
      Securities Act; (iii) respond as promptly as possible, but in no event later
      than ten (10) Business Days, to any comments received from the Commission with
      respect to any such Registration Statement or any amendment thereto and as
      promptly as possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to any such Registration
      Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
      Act no later than 9:00 a.m. Eastern Time on the Business Day following the
      date
      any such Registration Statement is declared effective by the Commission; and
      (v)
      comply in all material respects with the provisions of the Securities Act and
      the Exchange Act with respect to the disposition of all Registrable Securities
      covered by any such Registration Statement during the Effectiveness Period
      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.

     

    (c) Notify
      the Holders of Registrable Securities and any Special Counsel as promptly as
      possible (and, in the case of (i)(A) below, not less than three (3) Business
      Days prior to such filing, and in the case of (iii) below, on the same day
      of
      receipt by the Company of such notice from the Commission) and (if requested
      by
      any such Person) confirm such notice in writing no later than one (1) Business
      Day following the day (i)(A) when a Prospectus or any Prospectus supplement
      or
      post-effective amendment to any Registration Statement is filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement and (C) with respect to any 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 any Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission of any stop
      order suspending the effectiveness of any Registration Statement covering any
      or
      all of the Registrable Securities or the initiation or threatening of any
      Proceedings for that purpose; (iv) if at any time any of the representations
      and
      warranties of the Company contained in any agreement contemplated hereby ceases
      to be true and correct in all material respects; (v) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (vi) of the occurrence of any event that makes any statement made
      in any 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 any 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 light of the circumstances under which
      they
      were made, not misleading.

    


    
      
        
          
          

        

        
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    (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of,
      as promptly as possible, (i) any order suspending the effectiveness of any
      such
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities for sale in any
      jurisdiction.

     

    (e) If
      requested by the Holders of a majority in interest of the Registrable
      Securities, (i) promptly incorporate in a Prospectus supplement or
      post-effective amendment to any Registration Statement such information as
      the
      Company reasonably agrees should be included therein and (ii) make all required
      filings of such Prospectus supplement or such post-effective amendment as soon
      as practicable after the Company has received notification of the matters to
      be
      incorporated in such Prospectus supplement or post-effective
      amendment.

     

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

     

    (g) Promptly
      deliver to each Holder and any Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
      to the use of such Prospectus and each amendment or supplement thereto by each
      of the selling Holders in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto.

     

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

    


    
      
        
          
          

        

        
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    (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates, to the extent permitted by the
      Purchase Agreement and applicable federal and state securities laws, shall
      be
      free of all restrictive legends, and to enable such Registrable Securities
      to be
      in such denominations and registered in such names as any Holder may request
      in
      connection with any sale of Registrable Securities.

     

    (j) Upon
      the
      occurrence of any event contemplated by Section 3(c)(vi), as promptly as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to a Registration Statement or a supplement to the related Prospectus
      or any document incorporated or deemed to be incorporated therein by reference,
      and file any other required document so that, as thereafter delivered, neither
      such Registration Statement nor such Prospectus will contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (k) Use
      its
      best efforts to cause all Registrable Securities relating to any Registration
      Statement to be listed or quoted on the OTC Bulletin Board or any other
      securities exchange, quotation system or market, if any, on which similar
      securities issued by the Company are then listed or traded as and when required
      pursuant to the Purchase Agreement.

     

    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders all documents
      filed or required to be filed with the Commission, including, but not limited,
      to, earning statements satisfying the provisions of Section 11(a) of the
      Securities Act and Rule 158 not later than 45 days after the end of any three
      month period (or 90 days after the end of any 12-month period if such period
      is
      a fiscal year) commencing on the first day of the first fiscal quarter of the
      Company after the effective date of each of the Registration Statements, which
      statement shall conform to the requirements of Rule 158.

     

    (m) The
      Company may require each selling Holder to furnish to the Company information
      regarding such Holder and the distribution of such Registrable Securities as
      is
      required by law to be disclosed in any Registration Statement, Prospectus,
      or
      any amendment or supplement thereto, and the Company may exclude from such
      registration the Registrable Securities of any such Holder who unreasonably
      fails to furnish such information within a reasonable time after receiving
      such
      request.

     

    If
      any
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to such
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

     

    Each
      Holder covenants and agrees that it will not sell any Registrable Securities
      under any Registration Statement until the Company has electronically filed
      the
      Prospectus as then amended or supplemented as contemplated in Section 3(g)
      and
      notice from the Company that such Registration Statement and any post-effective
      amendments thereto have become effective as contemplated by Section
      3(c).

    


    
      
        
          
          

        

        
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    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under a Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

     

    (n) If
      (i)
      there is material non-public information regarding the Company which the
      Company’s Board of Directors (the “Board”)
      determines not to be in the Company’s best interest to disclose and which the
      Company is not otherwise required to disclose, (ii) there is a significant
      business opportunity (including, but not limited to, the acquisition or
      disposition of assets (other than in the ordinary course of business) or any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board determines not to be in the Company’s best interest
      to disclose, or (iii) the Company is required to file a post-effective amendment
      to a Registration Statement to incorporate the Company’s quarterly and annual
      reports and audited financial statements on Forms 10-QSB and 10-KSB, then the
      Company may (x) postpone or suspend filing of a registration statement for
      a
      period not to exceed thirty (30) consecutive days or (y) postpone or suspend
      effectiveness of a registration statement for a period not to exceed twenty
      (20)
      consecutive days; provided,
      that
      the Company may not postpone or suspend effectiveness of a registration
      statement under this Section 3(n) for more than forty-five (45) days in the
      aggregate during any three hundred sixty (360) day period; provided,
      however,
      that no
      such postponement or suspension shall be permitted for consecutive twenty (20)
      day periods arising out of the same set of facts, circumstances or
      transactions.

     

    
      	 	
              4.

            	
              Registration
                Expenses.

            


    

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company, except as and to the extent specified in this Section 4, shall
      be
      borne by the Company whether or not a Registration Statement is filed or becomes
      effective and whether or not any Registrable Securities are sold pursuant to
      such 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 the OTC Bulletin Board and each other securities
      exchange or market on which Registrable Securities are required hereunder to
      be
      listed, if any, (B) with respect to filing fees required to be paid to the
      National Association of Securities Dealers, Inc. and the NASD Regulation, Inc.
      (including, without limitation, pursuant to NASD Rule 2710) and (C) in
      compliance with state securities or Blue Sky laws (including, without
      limitation, fees and disbursements of counsel for the Holders in connection
      with
      Blue Sky qualifications of the Registrable Securities and determination of
      the
      eligibility of the Registrable Securities for investment under the laws of
      such
      jurisdictions as the Holders of a majority of Registrable Securities may
      designate)), (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities and of printing prospectuses
      if
      the printing of prospectuses is requested by the holders of a majority of the
      Registrable Securities included in a Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company and Special Counsel for the Holders, in the case of the Special Counsel,
      up to a maximum amount of $7,500, (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, including, without limitation,
      the
      Company’s independent public accountants (including the expenses of any comfort
      letters or costs associated with the delivery by independent public accountants
      of a comfort letter or comfort letters). 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, the
      fees and expenses incurred in connection with the listing of the Registrable
      Securities on any securities exchange if required hereunder. The Company shall
      not be responsible for any discounts, commissions, transfer taxes or other
      similar fees incurred by the Holders in connection with the sale of the
      Registrable Securities.

    


    
      
        
          
          

        

        
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              5.

            	
              Indemnification.

            


    

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, managers, partners, members,
      shareholders, agents, brokers, investment advisors and employees of each of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, costs of preparation
      and attorneys’ fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any violation of securities laws or
      untrue or alleged untrue statement of a material fact contained in any
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment or supplement thereto or in any preliminary prospectus, or arising
      out
      of or relating to any omission or alleged omission of a material fact required
      to be stated therein or necessary to make the statements therein (in the case
      of
      any Prospectus or form of prospectus or supplement thereto, in the light of
      the
      circumstances under which they were made) not misleading, except to the extent,
      but only to the extent, that such untrue statements or omissions are based
      solely upon information regarding such Holder or such other Indemnified Party
      furnished in writing to the Company by such Holder expressly for use therein.
      The Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses (as determined by a court of competent jurisdiction
      in a final judgment not subject to appeal or review), as incurred, arising
      solely out of or based solely upon any untrue statement of a material fact
      contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising solely out
      of
      or based solely upon any omission of a material fact required to be stated
      therein or necessary to make the statements therein (in the case of any
      Prospectus or form of prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, to the extent, but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder or other Indemnifying Party
      to the Company specifically for inclusion in any Registration Statement or
      such
      Prospectus. Notwithstanding anything to the contrary contained herein, each
      Holder shall be liable under this Section 5(b) for only that amount as does
      not
      exceed the net proceeds to such Holder as a result of the sale of Registrable
      Securities pursuant to such Registration Statement.

    


    
      
        
          
          

        

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

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (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 parties shall have been advised by counsel
      that a conflict of interest is likely to exist if the same counsel were to
      represent such Indemnified Party and the Indemnifying Party (in which case,
      if
      such Indemnified Party notifies the Indemnifying Party in writing that it elects
      to employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending or
      threatened Proceeding in respect of which any Indemnified Party is a party
      and
      indemnity has been sought hereunder, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding.

     

    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 ten (10) Business Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided,
      that
      the Indemnified Party shall reimburse all such fees and expenses to the extent
      it is finally judicially determined that such Indemnified Party is not entitled
      to indemnification hereunder).

    


    
      
        
          
          

        

        
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    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is due but unavailable
      to
      an Indemnified Party because of a failure or refusal of a governmental authority
      to enforce such indemnification in accordance with its terms (by reason of
      public policy or otherwise), then each Indemnifying Party, in lieu of
      indemnifying such Indemnified Party, shall contribute to the amount paid or
      payable by such Indemnified Party as a result of such Losses, in such proportion
      as is appropriate to reflect the relative benefits received by the Indemnifying
      Party on the one hand and the Indemnified Party on the other from the offering
      of the Preferred Stock and the Warrants. If, but only if, the allocation
      provided by the foregoing sentence is not permitted by applicable law, the
      allocation of contribution shall be made in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to in the foregoing sentence
      but
      also the relative fault, as applicable, of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. In no event shall any selling Holder
      be
      required to contribute an amount under this Section 5(d) in excess of the net
      proceeds received by such Holder upon the sale of such Holder’s Registrable
      Securities pursuant to a Registration Statement giving rise to such contribution
      obligation.

     

    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. 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 pursuant to the law.

     

    
      	 	
              6.

            	
              Rule
                144.

            


    

    


    
      
        
          
          

        

        
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    As
      long
      as any Holder owns Preferred Stock, Warrants or Registrable Securities, the
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. As long as any Holder owns Preferred Stock, Warrants or Registrable
      Securities, if the Company is not required to file reports pursuant to Section
      13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
      and make publicly available in accordance with Rule 144(c) promulgated under
      the
      Securities Act annual and quarterly financial statements, together with a
      discussion and analysis of such financial statements in form and substance
      substantially similar to those that would otherwise be required to be included
      in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
      as
      any other information required thereby, in the time period that such filings
      would have been required to have been made under the Exchange Act. The Company
      further covenants that it will take such further action as any Holder may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell Conversion Shares and Warrant Shares without registration under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      promulgated under the Securities Act, including providing any legal opinions
      reasonably requested relating to such sale pursuant to Rule 144. Upon the
      request of any Holder, the Company shall deliver to such Holder a written
      certification of a duly authorized officer as to whether it has complied with
      such requirements.

     

    
      	 	
              7.

            	
              Miscellaneous.

            


    

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, such 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
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof entered
      into
      and currently in effect, nor shall the Company or any of its subsidiaries,
      on or
      after the date of this Agreement, enter into any agreement with respect to
      its
      securities that is inconsistent with the rights granted to the Holders in this
      Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
      on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto, neither
      the
      Company nor any of its subsidiaries has previously entered into any agreement
      currently in effect granting any registration rights with respect to any of
      its
      securities to any Person. Without limiting the generality of the foregoing,
      without the written consent of the Holders of a majority of the then outstanding
      Registrable Securities, the Company shall not grant to any Person the right
      to
      request the Company to register any securities of the Company under the
      Securities Act unless the rights so granted are subject in all respects to
      the
      prior rights in full of the Holders set forth herein, and are not otherwise
      in
      conflict with the provisions of this Agreement.

    


    
      
        
          
          

        

        
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    (c) No
      Piggyback on Registrations.
      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 any
      Registration Statement, and the Company shall not after the date hereof enter
      into any agreement providing such right to any of its securityholders, unless
      the right so granted is subject in all respects to the prior rights in full
      of
      the Holders set forth herein, and is not otherwise in conflict with the
      provisions of this Agreement.

     

    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement providing for
      the
      resale of all of the Registrable Securities, the Company shall determine to
      prepare and file with the Commission a registration statement relating to an
      offering for its own account or the account of others under the Securities
      Act
      of any of its equity securities, other than on Form S-4 or Form S-8 (each as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued solely in connection with any acquisition of
      any
      entity or business or equity securities issuable in connection with stock option
      or other employee benefit plans, the Company shall send to each holder of
      Registrable Securities written notice of such determination and, if within
      thirty (30) days after receipt of such notice, or within such shorter period
      of
      time as may be specified by the Company in such written notice as may be
      necessary for the Company to comply with its obligations with respect to the
      timing of the filing of such registration statement, any such holder shall
      so
      request in writing, (which request shall specify the Registrable Securities
      intended to be disposed of by the Purchasers), the Company will cause the
      registration under the Securities Act of all Registrable Securities which the
      Company has been so requested to register by the holder, to the extent requisite
      to permit the disposition of the Registrable Securities so to be registered,
      provided that if at any time after giving written notice of its intention to
      register any securities and prior to the effective date of the registration
      statement filed in connection with such registration, the Company shall
      determine for any reason not to register or to delay registration of such
      securities, the Company may, at its election, give written notice of such
      determination to such holder and, thereupon, (i) in the case of a determination
      not to register, shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration (but not from its obligation
      to
      pay expenses in accordance with Section 4 hereof), and (ii) in the case of
      a
      determination to delay registering, shall be permitted to delay registering
      any
      Registrable Securities being registered pursuant to this Section 7(d) for the
      same period as the delay in registering such other securities. The Company
      shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered; provided,
      however,
      that
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 7(d) that are eligible for sale pursuant to Rule 144(k)
      of the Securities Act. In the case of an underwritten public offering, if the
      managing underwriter(s) or underwriter(s) should reasonably object to the
      inclusion of the Registrable Securities in such registration statement, then
      if
      the Company after consultation with the managing underwriter should reasonably
      determine that the inclusion of such Registrable Securities would materially
      adversely affect the offering contemplated in such registration statement,
      and
      based on such determination recommends inclusion in such registration statement
      of fewer or none of the Registrable Securities of the Holders, then (x) the
      number of Registrable Securities of the Holders included in such registration
      statement shall be reduced pro-rata among such Holders (based upon the number
      of
      Registrable Securities requested to be included in the registration), if the
      Company after consultation with the underwriter(s) recommends the inclusion
      of
      fewer Registrable Securities, or (y) none of the Registrable Securities of
      the
      Holders shall be included in such registration statement, if the Company after
      consultation with the underwriter(s) recommends the inclusion of none of such
      Registrable Securities; provided,
      however,
      that if
      securities are being offered for the account of other persons or entities as
      well as the Company, such reduction shall not represent a greater fraction
      of
      the number of Registrable securities intended to be offered by the Holders
      than
      the fraction of similar reductions imposed on such other persons or entities
      (other than the Company).

    


    
      
        
          
          

        

        
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    (e) Failure
      to File Registration Statement and Other Events.
      The
      Company and the Purchasers agree that the Holders will suffer damages if a
      Registration Statement is not filed on or prior to the Filing Date or any
      Additional Filing Date, as applicable, or after notice from the Holders, as
      set
      forth in Section 2(b) hereto or Section 2A(b) hereto, and, in each case, not
      declared effective by the Commission on or prior to the applicable Effectiveness
      Date and maintained in the manner contemplated herein during the applicable
      Effectiveness Period or if certain other events occur. The Company and the
      Holders further agree that it would not be feasible to ascertain the extent
      of
      such damages with precision. Accordingly, if (A) a Registration Statement is
      not
      filed on or prior to the Filing Date, any Additional Filing Date or after notice
      from the Holders, as set forth in Section 2(b) hereof or Section 2A(b) hereof,
      or (B)  a Registration Statement is not declared effective by the
      Commission on or prior to the applicable Effectiveness Date, or (C) the Company
      fails to file with the Commission a request for acceleration in accordance
      with
      Rule 461 promulgated under the Securities Act within three (3) Business Days
      of
      the date that the Company is notified (orally or in writing, whichever is
      earlier) by the Commission that a Registration Statement will not be “reviewed,”
or not subject to further review, or (D) any Registration Statement is filed
      with and declared effective by the Commission but thereafter ceases to be
      effective as to all Registrable Securities at any time prior to the expiration
      of the Effectiveness Period, without being succeeded immediately by a subsequent
      Registration Statement filed with and declared effective by the Commission,
      or
      (E) the Company has breached Section 3(n), or (F) trading in the Common Stock
      shall be suspended or if the Common Stock is no longer quoted on or is delisted
      from the OTC Bulletin Board (or other principal exchange on which the Common
      Stock is listed or traded) for any reason for more than three (3) Business
      Days
      in the aggregate (any such failure or breach being referred to as an
“Event,”
and
      for purposes of clauses (A) and (B) the date on which such Event occurs, or
      for
      purposes of clause (C) the date on which such three (3) Business Day period
      is
      exceeded, or for purposes of clause (D) after more than fifteen (15) Business
      Days, or for purposes of clause (F) the date on which such three (3) Business
      Day period is exceeded, being referred to as “Event
      Date”),
      the
      Company shall pay an amount in cash as liquidated damages to each Holder equal
      to one and one-half percent (1.5%) of the amount of the Holder’s initial
      investment in the Preferred Stock for each calendar month or portion thereof
      thereafter from the Event Date until the applicable Event is cured; provided,
      however,
      that in
      no event shall the amount of liquidated damages payable at any time and from
      time to time to any Holder pursuant to this Section 7(e) exceed an aggregate
      of
      fifteen percent (15%) of the amount of the Holder’s initial investment in the
      Preferred Stock; and provided,
      further,
      that
      notwithstanding the foregoing, in the event the Commission does not permit
      all
      of the Registrable Securities to be included in a Registration Statement because
      of its application of Rule 415, no liquidated damages shall be payable pursuant
      to this Section by the Company with respect to any Registrable Securities that
      the Company was not permitted to include on such Registration Statement and
      provided
      further,
      that
      notwithstanding the foregoing, no liquidated damages shall be payable with
      respect to the occurrence of an Event described in clauses (A) and (B) above
      for
      any Warrant Shares other than the Warrant Shares issuable upon exercise of
      the
      Series J Warrant. Notwithstanding anything to the contrary in this paragraph
      (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or (F)
      shall have occurred, (b) on or prior to the applicable Event Date, the Company
      shall have exercised its rights under Section 3(n) hereof and (c) the
      postponement or suspension permitted pursuant to such Section 3(n) shall remain
      effective as of such applicable Event Date, then the applicable Event Date
      shall
      be deemed instead to occur on the second Business Day following the termination
      of such postponement or suspension. Liquidated damages payable by the Company
      pursuant to this Section 7(d) shall be payable on the first (1st) Business
      Day
      of each thirty (30) day period following the Event Date. The parties agree
      that
      the liquidated damages set forth in this Section 7(e) shall be the exclusive
      remedy of the parties hereto with respect to the breaches by the Company of
      this
      Section 7(e). 

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of a majority of the Registrable
      Securities outstanding.

     

    8. Notices.
      All notices, demands, consents, requests, instructions and other communications
      to be given or delivered or permitted under or by reason of the provisions
      of
      this Agreement or in connection with the transactions contemplated hereby shall
      be in writing and shall be deemed to be delivered and received by the intended
      recipient as follows: (i) if personally delivered, on the business day of such
      delivery (as evidenced by the receipt of the personal delivery service), (ii)
      if
      mailed certified or registered mail return receipt requested, two (2) business
      days after being mailed, (iii) if delivered by overnight courier (with all
      charges having been prepaid), on the business day of such delivery (as evidenced
      by the receipt of the overnight courier service of recognized standing), or
      (iv)
      if delivered by facsimile transmission, on the business day of such delivery
      if
      sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
      time,
      on the next succeeding business day (as evidenced by the printed confirmation
      of
      delivery generated by the sending party’s telecopier machine). If any notice,
      demand, consent, request, instruction or other communication cannot be delivered
      because of a changed address of which no notice was given (in accordance with
      this Section 4), or the refusal to accept same, the notice, demand, consent,
      request, instruction or other communication shall be deemed received on the
      second business day the notice is sent (as evidenced by a sworn affidavit of
      the
      sender). All such notices, demands, consents, requests, instructions and other
      communications will be sent to the following addresses or facsimile numbers
      as
      applicable.

     

    


    
      	
              If
                to the Company: 

            	
              Victory
                Divide Mining Company

              c/o
                Heilongjiang Yanglin Soybean Group

              No.
                99 Fanrong Street 

              Jixian
                Town Heilongjiang 

              People’s
                Republic of China 155900Tel: 

              Fax:
                86-469-469-3000 

              Email: kingbode1@163.com

            
	 	 


    

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              with
                copies (which copies

              shall
                not constitute notice)

              to:

            	
              Guzov
                Ofsink, LLC

              600
                Madison Avenue, 14th Floor

              New
                York, New York 10022

              Attention:
                Darren Ofsink

              Tel.
                No.: (212) 371-8008, ext. 102

              Fax
                No.: (212) 688-7273

            
	 	 
	
              If
                to any Purchaser:

            	
              To
                the addresses set forth on Schedule I

            
	 	 
	
              with
                copies (which copies

              shall
                not constitute notice)

              to:

            	
              Loeb
                & Loeb LLP

              345
                Park Avenue

              New
                York, NY 10154

              Attn:
                Mitchell Nussbaum

              Facsimile:
                212-407-4000

            


    

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    (a) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns. The Company may not assign this Agreement
      or any of its rights or obligations hereunder without the prior written consent
      of each Holder. Each Purchaser may assign its rights hereunder in the manner
      and
      to the Persons as permitted under the Purchase Agreement.

     

    (b) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any Person to
      whom all or a portion of the Preferred Stock, the Warrants or the Registrable
      Securities are transferred if: (i) the Holder agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment, (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned, (iii) following such transfer or assignment
      the further disposition of such securities by the transferee or assignees is
      restricted under the Securities Act and applicable state securities laws unless
      such securities are registered in a Registration Statement under this Agreement
      (in which case the Company shall be obligated to amend such Registration
      Statement to reflect such transfer or assignment) or are otherwise exempt from
      registration, (iv) at or before the time the Company receives the written notice
      contemplated by clause (ii) of this Section, the transferee or assignee agrees
      in writing with the Company to be bound by all of the provisions of this
      Agreement, and (v) such transfer shall have been made in accordance with the
      applicable requirements of the Purchase Agreement. The rights to assignment
      shall apply to the Holders (and to subsequent) successors and
      assigns.

     

    (c) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid binding obligation of the party executing (or
      on
      whose behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


     

    (d) Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be drafted. The
      Company and the Holders agree that venue for any dispute arising under this
      Agreement will lie exclusively in the state or federal courts located in New
      York County, New York, and the parties irrevocably waive any right to raise
      forum
      non conveniens
      or any
      other argument that New York is not the proper venue. The Company and the
      Holders irrevocably consent to personal jurisdiction in the state and federal
      courts of the state of New York. The Company and the Holders consent to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      to
      such party at the address in effect for notices to it under this Agreement
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing in this Section 7(k) shall affect or limit any
      right
      to serve process in any other manner permitted by law. The Company and the
      Holders hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to this Agreement or the Purchase Agreement, shall
      be
      entitled to reimbursement for reasonable legal fees from the non-prevailing
      party. The parties hereby waive all rights to a trial by jury.

     

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

     

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

     

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

     

    (h) Shares
      Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


     

    (i) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase Securities pursuant to the Purchase Agreement has been made by such
      Purchaser independently of any other Purchaser and independently of any
      information, materials, statements or opinions as to the business, affairs,
      operations, assets, properties, liabilities, results of operations, condition
      (financial or otherwise) or prospects of the Company or of its Subsidiaries
      which may have made or given by any other Purchaser or by any agent or employee
      of any other Purchaser, and no Purchaser or any of its agents or employees
      shall
      have any liability to any Purchaser (or any other person) relating to or arising
      from any such information, materials, statements or opinions. The Company
      acknowledges that nothing contained herein, or in any Transaction Document,
      and
      no action taken by any Purchaser pursuant hereto or thereto (including, but
      not
      limited to, the (i) inclusion of a Purchaser in a Registration Statement and
      (ii) review by, and consent to, such Registration Statement by a Purchaser)
      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 or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      The
      Company acknowledges that each Purchaser shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this Agreement or out of the other Transaction Documents, 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 for reasons
      of
      administrative convenience only, the Transaction Documents have been prepared
      by
      counsel for one of the Purchasers and such counsel does not represent all of
      the
      Purchasers. The Company acknowledges that it has elected to provide all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers. The Company acknowledges that such procedure with respect to the
      Transaction Documents in no way creates a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated hereby or thereby.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Registration Rights
      Agreement to be duly executed by their respective authorized persons as of
      the
      date first indicated above.

     

    VICTORY
      DIVIDE MINING COMPANY

     

    By:
       /s/
      Shulin Liu  

    Name:
      Shulin Liu

    Title:
      Chief Executive Officer

     

    PURCHASER

     

    BENEFIT
      GRAND INVESTMENTS LIMITED 

     

    By:
       /s/
      Xiangxu Zhang

    Name:
      Xiangxu Zhang

    Title:
      President

    


    CRESCENT
      INTERNATIONAL LTD.

     

    By:
       /s/
      Bachir Taleb-Ibrahimi

    Name:
      Bachir Taleb-Ibrahimi

    Title:
      Authorized Signatory

    


    GOLDEN
      BRIDGE ASSET MANAGEMENT

     

    By:
       /s/
      James Hahn

    Name:
      James Hahn

    Title:
      Director, authorized signatory

    


     

    By:
       /s/
      Leland C. Ackerley

    Name:
      Leland C. Acerley

    


    NEWBERG
      ROAD PARTNERS, LP

     

    By:
       /s/
      Robert G. Ackerley

    Name:
      Robert G. Ackerley

    Title:
      Manager, RGA Ventures, LLC

    General
      Partner of Newberg Road Partners, LP

    


    PENN
      FOOTWEAR

     

    By:
       /s/
      Jeff Davidowitz

    Name:
      Jeff Davidowitz

    Title:
      President

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    PRECEPT
      CAPITAL MASTER FUND, G.P.


    By:
       /s/
      D.
      Blair Baker

    Name:
      D.
      Blair Baker

    Title:
      Managing Member

     

    SANSAR
      CAPITAL SPECIAL OPPORTUNITY MASTER FUND, LP (CAYMAN MASTER)

     

    By:
       /s/
      Sunjay Motwani

    Name:
      Sunjay Motwani

    Title:
      President

    


    VICIS
      CAPITAL MASTER FUND

     

    By:
       /s/
      Keith W. Hughes

    Name:
      Keith W. Hughes

    Title:
      Chief Financial Officer

    


    VISION
      OPPORTUNITY MASTER FUND, LTD.

     

    By:
       /s/
      Adam Benowitz

    Name:
      Adam Benowitz

    Title:
      Director

    


    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      I

    Purchasers


    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Investor

            	 	
              Investment

            	 	
              Common
                Stock

            	 	
              Series
                A Shares Purchased

            	 	
              Series
                A Warrants

            	 	
              Series
                B Warrants

            	 	
              Series
                J Warrants

            	 	
              Series
                C 

              Warrants

            	 	
              Series
                D

              Warrants

            	 
	
              Vision
                Opportunity Master Fund Ltd.

            	 	
              $

            	
              8,000,000

            	 	 	
              525,000

            	 	 	
              3,720,930

            	 	 	
              3,720,930

            	 	 	
              1,860,465

            	 	 	
              3,382,664

            	 	 	
              3,382,664

            	 	 	
              1,691,332

            	 
	
              Sansar
                Capital Special Opportunity Master Fund, LP (Cayman
                Master)

            	 	
              $

            	
              5,950,000

            	 	 	
              
              

              
              

              --

            	 	 	
              
              

              
              

              2,767,442

            	 	 	
              
              

              
              

              2,767,442

            	 	 	
              
              

              
              

              1,383,721

            	 	 	
              
              

              
              

              2,515,856

            	 	 	
              
              

              
              

              2,515,856

            	 	 	
              
              

              
              

              1,257,928

            	 
	
              Vicis
                Capital Master Fund

            	 	
              $

            	
              4,500,000

            	 	 	
              --

            	 	 	
              2,093,023

            	 	 	
              2,093,023

            	 	 	
              1,046,512

            	 	 	
              1,902,748

            	 	 	
              1,902,748

            	 	 	
              951,374

            	 
	
              Precept
                Capital Master Fund, GP

            	 	
              $

            	
              500,000

            	 	 	
              
              

              --

            	 	 	
              
              

              232,558

            	 	 	
              
              

              232,558

            	 	 	
              
              

              116,279

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 
	
              Penn
                Footwear

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Crescent
                International Limited

            	 	
              $

            	
              300,000

            	 	 	
              
              

              --

            	 	 	
              
              

              139,353

            	 	 	
              
              

              139,353

            	 	 	
              
              

              69,767

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 
	
              Benefit
                Grand Investments

            	 	
              $

            	
              500,000

            	 	 	
              --

            	 	 	
              232,558

            	 	 	
              232,558

            	 	 	
              116,279

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Golden
                Bridge Asset Management

            	 	
              $

            	
              1,000,000

            	 	 	
              --

            	 	 	
              465,116

            	 	 	
              465,116

            	 	 	
              232,558

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Leland
                C Ackerley

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Newberg
                Road Partners, LP

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 


    

     

    


    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      II

    


    The
      following individuals hold piggyback registration rights for an aggregate of
      451,500 shares of Common Stock.


      



    
      	
              Glenn
                A. Little

            	
              399,
                000

            
	 	 
	
              Susan
                Riek

            	
              10,000

            
	 	 
	
              Benjamin
                Ruhlman

            	
              10,000

            
	 	 
	
              Mitch
                Ratner

            	
              10,000

            
	 	 
	
              Carlos
                Cabezas

            	
              10,000

            
	 	 
	
              Daniel
                Milot

            	
              10,000

            
	 	 
	
              Carol
                Blanding

            	
              2,500

            


    

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


     

    Exhibit
      A

    Plan
      of Distribution

     

    The
      selling security holders and any of their pledgees, donees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock being offered under this prospectus on any stock exchange,
      market or trading facility on which shares of our common stock are traded or
      in
      private transactions. These sales may be at fixed or negotiated prices. The
      selling security holders may use any one or more of the following methods when
      disposing of 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 resales by the broker-dealer
                for its
                account;

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              to
                cover short sales made after the date that the registration statement
                of
                which this prospectus is a part is declared effective by the
                Commission;

            


    

     

    
      	 	
              ·

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

            


    

     

    
      	 	
              ·

            	
              a
                combination of any of these methods of sale;
                and

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      shares may also be sold under Rule 144 under the Securities Act of 1933, as
      amended (“Securities Act”), if available, rather than under this prospectus. The
      selling security holders have the sole and absolute discretion not to accept
      any
      purchase offer or make any sale of shares if they deem the purchase price to
      be
      unsatisfactory at any particular time.

     

    The
      selling security holders may pledge their shares to their brokers under the
      margin provisions of customer agreements. If a selling security holder defaults
      on a margin loan, the broker may, from time to time, offer and sell the pledged
      shares.

     

    Broker-dealers
      engaged by the selling security holders may arrange for other broker-dealers
      to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling security holders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, which
      commissions as to a particular broker or dealer may be in excess of customary
      commissions to the extent permitted by applicable law.

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


     

    If
      sales
      of shares offered under this prospectus are made to broker-dealers as
      principals, we would be required to file a post-effective amendment to the
      registration statement of which this prospectus is a part. In the post-effective
      amendment, we would be required to disclose the names of any participating
      broker-dealers and the compensation arrangements relating to such
      sales.

     

    The
      selling security holders and any broker-dealers or agents that are involved
      in
      selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
      sales. Commissions received by these broker-dealers or agents 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. Any broker-dealers or agents
      that are deemed to be underwriters may not sell shares offered under this
      prospectus unless and until we set forth the names of the underwriters and
      the
      material details of their underwriting arrangements in a supplement to this
      prospectus or, if required, in a replacement prospectus included in a
      post-effective amendment to the registration statement of which this prospectus
      is a part.

     

    The
      selling security holders and any other persons participating in the sale or
      distribution of the shares offered under this prospectus will be subject to
      applicable provisions of the Exchange Act, and the rules and regulations under
      that act, including Regulation M. These provisions may restrict activities
      of,
      and limit the timing of purchases and sales of any of the shares by, the selling
      security holders or any other person. Furthermore, under Regulation M, persons
      engaged in a distribution of securities are prohibited from simultaneously
      engaging in market making and other activities with respect to those securities
      for a specified period of time prior to the commencement of such distributions,
      subject to specified exceptions or exemptions. All of these limitations may
      affect the marketability of the shares.

     

    If
      any of
      the shares of common stock offered for sale pursuant to this prospectus are
      transferred other than pursuant to a sale under this prospectus, then subsequent
      holders could not use this prospectus until a post-effective amendment or
      prospectus supplement is filed, naming such holders. We offer no assurance
      as to
      whether any of the selling security holders will sell all or any portion of
      the
      shares offered under this prospectus.

     

    We
      have
      agreed to pay all fees and expenses we incur incident to the registration of
      the
      shares being offered under this prospectus. However, each selling security
      holder and purchaser is responsible for paying any discounts, commissions and
      similar selling expenses they incur.

     

    We
      and
      the selling security holders have agreed to indemnify one another against
      certain losses, damages and liabilities arising in connection with this
      prospectus, including liabilities under the Securities Act.

    


    
      
        
          
          

        

        
          26