REGISTRATION RIGHTS AGREEMENT

Exhibit 10.10

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of January 31, 2008 by and between DPAC TECHNOLOGIES CORP., a California corporation (the “Company”), and Canal Mezzanine Partners, L.P. (“Investor”).

R E C I T A L S

WHEREAS, the Company, the Company’s wholly owned subsidiary, QUATECH, INC., an Ohio corporation (“Quatech”), and Investor have entered into that certain Senior Subordinated Note and Warrant Purchase Agreement (together with all promissory notes and related agreements executed in connection therewith, including without limitation the warrant to purchase shares of the Company’s common stock executed in connection therewith (the “Warrant”), and any amendments thereto, the “Note Agreement”), dated as of the same date herewith, pursuant to which Investor will loan to Quatech certain funds under the terms and conditions of such Note Agreement; and

WHEREAS, as a condition and as an inducement to the willingness of Investor to make such loans as are contemplated by the Note Agreement, the Company is required to enter into this Agreement with respect to shares of Company common stock, no par value per share (“DPAC Common Stock”) issuable pursuant to exercise of the Warrant, as well as other shares of DPAC Common Stock that may be issued to Investor pursuant to Section 3 of the Warrant (“Preemptive Stock”); and

WHEREAS, the Company is party to that Shareholder and Registration Rights Agreement dated May 11, 2005 (the “Existing Rights Agreement”), and it is the intention of the parties hereto that the rights contained in this Agreement be coordinated to reflect the Company’s obligations under such prior registration rights agreement, and the rights of the Shareholders (as defined therein) party thereto.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing, for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions . As used herein:

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2. Registration Rights .

2.1 Demand Registration.

Subject to Sections 2.6, 2.7 and 2.8, if at any time the Company shall receive a written request from the Institutional Investor that the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of outstanding Registrable Shares (as defined in the Existing Rights Agreement) held by such Institutional Investor, then the Company shall promptly notify in writing the Investor of such request. Within 20 days after such notice has been given by the Company, Investor and any Existing Holder may give written notice to the Company of its election to include its Registrable Shares in the registration. As soon as practicable after the expiration of such 20-day period, the Company shall use its reasonable best efforts to cause the registration of all Registrable Shares of Investor with respect to which registration has been so requested. If the Institutional Investor intends to distribute its Registrable Shares covered by their request by means of an underwriting, the right of Investor to include its Registrable Shares in such registration shall be conditioned upon Investor’s participation in such underwriting and the inclusion of Investor’s Registrable Shares in the underwriting to the extent provided herein. Investor shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if the underwriter advises the Institutional Shareholder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise Investor, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated among Investor and the Existing Holders, including the Institutional Shareholder, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such person.

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Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be obligated to effect any registration pursuant to this Section within 180 days after a Public Offering. In addition, the Company may postpone for up to 90 days the filing or effectiveness of a registration statement pursuant to a request under this Section if the Board of Directors (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the Company to engage in any acquisition or sale of assets, merger, consolidation, tender offer, financing or similar transaction (a “ Blocking Right ”). The Company may not assert a Blocking Right more than once in any twelve month period. In the event of any postponement described in this subsection the Investor shall, upon written notice to the Company, be entitled to withdraw such request and, if such request is withdrawn, such request shall not count as a request for registration pursuant to this Section.

2.2 Piggyback Registration.

Subject to Sections 2.6 and 2.7, if at any time after the date hereof the Company proposes to register any of its securities under the Securities Act, either for its own account or for the account of others, in connection with the public offering of such securities solely for cash, on a registration form that would also permit the registration of Registrable Shares, the Company shall promptly give Investor written notice of such proposal. Upon the written request of Investor given within 20 days after any such notice is given, subject to Sections 2.6 and 2.7, the Company shall use its commercially reasonable best efforts to cause to be included in such registration all Registrable Shares with respect to which registration has been so requested.

2.3 Registration Obligations of the Company.

Whenever required under this Agreement to use commercially reasonable best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the Commission a registration statement covering such Registrable Shares and use reasonable efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the date when all Registrable Shares covered by the registration statement have been sold; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to Investor and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits in writing), which documents will be subject to the review of Investor and the underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto with the Commission if (A) a majority of the group constituting the Existing Holders and Investor (the “Rights Group”) reasonably object to such filing (unless such registration is pursuant to Section 3 and is in connection with a Public Offering) or (B) information in such registration statement or prospectus concerning Investor has changed or is otherwise inaccurate and Investor or the underwriters, if any, shall reasonably and promptly object;

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(b) prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in subsection (a) above, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act;

(c) furnish to Investor and to each underwriter, if any, such reasonable numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them;

(d) use its best efforts to register and qualify the Registrable Shares under such other securities laws of such United States jurisdictions as shall be reasonably requested by a majority of the Rights Group or any underwriters or, in the alternative, to obtain exemptions from the registration requirements of such securities laws, and do any and all other acts and things which may be reasonably necessary or advisable to enable Investor and underwriters to consummate the disposition of the Registrable Shares owned by Investor and underwriters in such jurisdictions; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business, subject itself to taxation or to file a general consent to service of process in any such jurisdiction;

(e) promptly after becoming aware thereof, notify Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of Investor, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) cause all such Registrable Shares to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Shares with the NASD;

(g) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as a majority of the Rights Group or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares;

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(i) subject to compliance with such confidentiality requirements as the Company may reasonably impose, and subject to the requirements of federal and state securities laws, the rules of the NASD and the rules of any securities exchange on which the Company’s securities are traded, make available for inspection by Investor, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by Investor or underwriter, provided, however, that the Investor shall employ only one counsel, all pertinent financial and other records and pertinent corporate documents of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by Investor and any underwriter, attorney, accountant or agent in connection with such registration statement;

(j) promptly notify Investor and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (i) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents; (ii) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (iii) the issuance or written threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;

(k) make reasonable efforts to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered;

(l) if reasonably requested by any underwriter or Investor in connection with any underwritten offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as such underwriter or a majority of the Rights Group agree should be included therein relating to the sale of the Registrable Shares, including without limitation information with respect to the number of Registrable Shares being sold to such underwriter, the purchase price being paid therefore by such underwriter and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Shares to be sold in such offering, and make all required filings of such prospectus supplement or post-effective amendment promptly after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(m) upon the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of the registration statement with the Commission), (i) promptly provide copies of such document to counsel for the requesting Investor and counsel for the underwriters, if any, and (ii) make representatives of the Company available for discussion of such document;

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(n) cooperate with Investor and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold and not bearing any restrictive legends, and enable such Registrable Shares to be in such lots and registered in such names as the underwriters may request at least two business days prior to any delivery of Registrable Shares to the underwriters;

(o) if necessary, provide a CUSIP number for all Registrable Shares not later than the effective date of the registration statement; and

(p) prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, do the following insofar as the requesting Investor are concerned or affected: (i) make such representations and warranties to Investor and the underwriters, if any, with respect to the Registrable Shares and the registration statement as are customarily made by issuers to holders and underwriters in primary underwritten offerings; (ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions shall be reasonably satisfactory to the underwriters, if any, and to a majority of the Rights Group) addressed to each of Investor and the Existing Holders and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested