Additional Agreement to Loan Funds. In addition to the foregoing, WWC has agreed to loan to Asyst up to 563,000 to retire certain business debt and to satisfy certain operating expenses, as the parties may agree. Asyst shall execute an unsecured promissory note, in form attached at Exhibit "E" under which it shall agree to repay said loan on WWC's demand, which demand shall be withheld until the earlier of (1) registration of the restricted shares of WWC stock transferred to Asyst hereunder in consideration for the Purchased Assets or (2) expiration of one year from the date of WWC's transfer of said stock to Asyst. Interest on funds actually advanced shall accrue at the annual rate of 10% from the date(s) of advance to the date of repayment, with no prepayment penalty. In exchange for and in consideration of said loan, and in lieu of a cash loan origination fee, Asyst shall cause to be transferred to WWC 20,000 shares of new common stock of Asyst, restructured after a capital Reorganization and reverse stock split authorized by Asyst shareholders at a special shareholders meeting held on May 7, 1998. Although there is neither an agreement nor a current plan by Asyst to distribute to Asyst shareholders any portion of the WWC stock to be conveyed to Asyst as provided in paragraph 3.1 above, in the event that the Asyst Board, in its absolute discretion, determines at some time to distribute said stock; or proceeds thereof among shareholders existing at that time, WWC hereby agrees to waive rights to participate in an) such distribution. The Asyst stock transferred to WWC shall be restricted stock issued pursuant to SEC Rule 144 and subject to the limitations and restrictions on resale under that Rule. However, WWC shall have "piggyback" rights to register said stock; upon registration of any other Asyst common stock.
