REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the ____ day of ______, 2007, by and among InterAmerican Acquisition Group
Inc., a Delaware corporation (the "Company"), and the undersigned parties listed
under Investor on the signature page hereto (each, an "Investor" and
collectively, the "Investors").

         WHEREAS, the Investors currently hold all of the issued and outstanding
securities of the Company;

         WHEREAS, InterAmerican Capital Partners II LLC and one of our special
advisors (collectively, the "Warrant Purchasers") has entered into a Fourth
Amended and Restated Warrant Purchase Agreement, dated as of June 27, 2007 (the
"Warrant Purchase Agreement"), with the Company, pursuant to which the Warrant
Purchasers agree to purchase 1,000,000 of warrants to be issued by the Company
(the "Warrants");

         WHEREAS, the Investors and the Company desire to enter into this
Agreement to provide the Investors with certain rights relating to the
registration of shares of Common Stock held by them;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       DEFINITIONS. The following capitalized terms used herein have
the following meanings:

                  "Agreement" means this Agreement, as amended, restated,
supplemented, or otherwise modified from time to time.

                  "Announcement Date" means the date the Company files a Form
8-K with the Commission announcing the entering into of a definitive agreement
for the Business Combination.

                  "Business Combination" means the acquisition of direct or
indirect ownership through a merger, capital stock exchange, asset or stock
acquisition or other similar type of transaction, of an operating business or
businesses having collectively, a fair market value of at least 80% of the
Company's net assets at the time of such acquisition; provided, however, that,
any acquisition of multiple operating businesses shall occur contemporaneously
with one another target business.

                  "Commission" means the Securities and Exchange Commission, or
any other federal agency then administering the Securities Act or the Exchange
Act.

                  "Common Stock" means the common stock, par value $0.0001 per
share, of the Company.

                  "Company" is defined in the preamble to this Agreement.

                  "Demand Registration" is defined in Section 2.1.1.

                  "Demanding Holder" is defined in Section 2.1.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.

                  "First Release Date" means the date the Warrants are no longer
subject to lock-up pursuant to the Warrant Purchase Agreement.

                  "Form S-3" is defined in Section 2.3.

                  "Indemnified Party" is defined in Section 4.3.

                  "Indemnifying Party" is defined in Section 4.3.

                  "Investor" is defined in the preamble to this Agreement.




                  "Investor Indemnified Party" is defined in Section 4.1.

                  "Maximum Number of Shares" is defined in Section 2.1.4.

                  "Notices" is defined in Section 6.3.

                  "Piggy-Back Registration" is defined in Section 2.2.1.

                  "Register," "registered" and "registration" mean a
registration effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and
the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.

                  "Registrable Securities" mean (i) all of the shares of Common
Stock owned or held by Investors, (ii) all of the Warrants owned or held by the
Warrant Purchasers, and (iii) the shares of Common Stock issuable upon exercise
of the Warrants. Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such shares
of Common Stock or the Warrants. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC