2.Section (b)(i)(2) of the Registration Rights Agreement is hereby amended and restated
in its entirety as follows:
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement,
PubCo receives a request from Holders of at least ten percent (10%) of the Registrable
Securities then outstanding that PubCo file a Form S-3 registration statement with respect to
outstanding Registrable Securities of such Holders having an anticipated aggregate offering
proceeds, net of Selling Expenses, of at least fifty million US dollars ($50,000,000), then
PubCo shall (i) within ten (10) days after the date such request is given, give a Demand
Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in
any event within forty-five (45) days after the date such request is given by the Initiating
Holders, file a Form S-3 registration statement under the Securities Act (or a post-effective
amendment or prospectus supplement to an existing Form S-3 registration statement)
covering all Registrable Securities requested to be included in such registration by any other
Holders, as specified by notice given by each such Holder to PubCo within twenty (20) days
of the date the Demand Notice is given, and in each case, subject to the limitations of
paragraphs b(i)(3) and b(iii) of this Agreement. Such Form S-3 registration statement may
also cover any other securities of PubCo and other Holders of PubCo’s securities.
3.WCF hereby represents and warrants that it has the requisite power and authority to
make, deliver and perform this Agreement.
4.Except as amended hereby, the Registration Rights Agreement shall continue in full
force and effect as originally constituted and is ratified and affirmed by the Parties
hereto.
5.This Amendment shall be governed by, and construed and enforced in accordance
with, the laws of the State of Nevada, without regard to its rules of conflict of laws
that would result in the application of the laws of another jurisdiction.
6.This Amendment, together with the other documents and agreements referred to
herein, is the entire, final, and complete agreement and understanding of the Parties
hereto relating to the subject matter hereof and supersedes and replaces all prior and
contemporaneous agreements and understandings, whether written and oral, by and
among the Parties or their representatives with respect thereto.
7.This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same
agreement. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
e.g., www.docusign.com) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
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