Attached files
Exhibit 10.1
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 (this "AMENDMENT") to that certain Registration Rights
Agreement, dated as of February 18, 2014 (the "AGREEMENT ), between TUNGSTEN
CORP., a Nevada corporation (the "COMPANY"), and HANOVER HOLDINGS I, LLC, a New
York limited liability company (the "INVESTOR"), is entered into as of April 7,
2014 (the "AMENDMENT DATE"). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Agreement.
RECITALS
WHEREAS, Section 10 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the Company and the Investor, provided
that the Agreement may not be amended by the parties from and after the date
that is one Trading Day immediately preceding the initial filing of the
Registration Statement with the SEC;
WHEREAS, the Company has not filed the Registration Statement with the SEC
and shall not file the Registration Statement with the SEC until at least one
Trading Day has elapsed after the Amendment Date in accordance with Section 10
of the Agreement; and
WHEREAS, the Company and the Investor now desire to amend the Agreement as
set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in the Agreement and this
Amendment, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. AMENDMENT OF SECTION 2(A). Effective as of the Amendment Date, Section
2(a) of the Agreement shall be amended and replaced with the following:
"(a) Mandatory Registration. The Company shall prepare and, as soon as
practicable, but in no event later than the Filing Deadline, file with the
SEC an initial Registration Statement on Form S-1, or such other form
reasonably acceptable to the Investor and Legal Counsel, covering the
resale by the Investor of Registrable Securities in an amount equal to
21,338,254 shares of Common Stock, 2,065,177 of which shares of Common
Stock shall be registered as Initial Commitment Shares, 3,750,000 of which
shares of Common Stock shall be registered as Additional Commitment Shares,
and 9,600,000 of which shares of Common Stock shall be registered as
Shares. Such initial Registration Statement shall contain (except if
otherwise directed by the Investor) the "Selling Stockholder" and "Plan of
Distribution" sections in substantially the form attached hereto as Exhibit
B. The Company shall use its commercially reasonable efforts to have such
initial Registration Statement, and each other Registration Statement
required to be filed pursuant to the terms hereof, declared effective by
the SEC as soon as practicable, but in no event later than the applicable
Effectiveness Deadline."
2. CONTINUING EFFECT OF AGREEMENT. Except as expressly set forth in this
Amendment, all other provisions of the Agreement remain in full force and
effect.
3. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal procedure and substantive laws of the State of New
York, without giving effect to the choice of law provisions of such state.
4. COUNTERPARTS. This Amendment may be executed in counterparts, all of
which taken together shall constitute one and the same original and binding
instrument and shall become effective when all counterparts have been signed by
each party and delivered to the other parties hereto, it being understood that
all parties hereto need not sign the same counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO
THE AGREEMENT to be executed and delivered as of the Amendment Date.
TUNGSTEN CORP.
By:
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Name:
Title:
HANOVER HOLDINGS I, LLC, a New York
limited liability company
By:
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Name:
Title:
