REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of this 27 th day
of February, 2007, by and among Frezer, Inc., a Nevada corporation (the “ Company ”), and Kevin R. Keating
(“ Holder ”).
The Company issued, on or about February 27, 2007, a total of 1,700,000 shares of common
stock (“ Shares ”) to the Holder in payment of certain services provided by the Holder valued at $17,000.
As partial consideration for the Holder’s acceptance of the Shares for services rendered, the
Company agreed to grant to the Holder the registration rights set forth herein.
Unless otherwise provided in this Agreement, capitalized terms used herein shall have the
respective meanings set forth in Section 12 hereof.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Holder hereby agree as follows:
Demand Registration .
Request for Demand Registration . If beginning on the sixtieth (60 th ) day after the
Company completes a business combination with a private company in a reverse merger or reverse take-over
transaction (“ Reverse Merger ”), a registration statement contemplated by Section 2 has not been filed, then,
subject to the terms of this Agreement, the Holder may thereafter request registration under the Securities Act
pursuant to Rule 415 of all or any portion of its Registrable Securities on Form S-1 or any similar appropriate
long-form registration statement, including Form SB-2 (a “ Long-Form Registration ”) or, if available, on Form
S-2 or S-3 or any similar short-form registration statement (a “ Short-Form Registration ”) (either of such
registrations, a “ Demand Registration ”). The request for the Demand Registration shall specify the approximate
number of Registrable Securities requested to be registered. The Holder shall