Common use of Modification to Agreement Clause in Contracts

Modification to Agreement. a) This agreement redefines the term of the original contract (2.01) to three (3) years from the Effective Date. b) The compensation is increased from the original (4.01(a)(i)) US$10,000 per month to US$12,500. For any consulting amounts unpaid on the due date (1st of the month) the Consultant will accrue interest at 10% per annum and have the right to exchange unpaid amounts for shares at 80% of the thirty (30) day trading average. c) The job description with increased responsibilities is as reflected in Attachment - 1. d) In the absence of Company contributions to retirement plans or life insurance, the following clause is hereby added by virtue of this amendment to grant benefits to the Consultant in the event of disability or death. If Consultant’s Representative White dies or suffers a Disability during the Term, then the Consultant’s engagement shall be deemed to have terminated as of the date of such death or Disability. In the event the Consultant’s engagement with RAIN terminates during the Term by reason of Representative White’s death or Disability, then upon the date of such termination (i) any forfeiture provision of any Stock Option shall be of no further force or effect and the Consultant shall be fully vested in all Stock Options held by the Consultant and such options shall be exercisable but shall terminate if unexercised within three (3) months of the Effective Date of Termination; (ii) RAIN shall promptly pay and provide the Consultant: (A) any unpaid fees through the date of termination; (8) any earned but unpaid bonuses to the date of termination, (C) reimbursement for any unreimbursed expenses incurred through the date of termination and (D) all other payments or benefits to which the Consultant may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit plan or program or grant and amounts which may become due in accordance with the provisions of this Agreement (collectively, “Accrued Benefits “) and (iii) RAIN shall self-insure the Consultant on the life of White and pay the Consultant a benefit equal to one (1) times the Annual Consultancy Fee. Upon receipt by the Consultant of all of the foregoing payments from RAIN, RAIN shall be deemed to have been released by the Consultant and Representatives and their assigns of and from any and all claims, actions, causes of action, demands, rights, damages, costs, interest, debts, expenses and compensation for or by reason of or in any way arising out of any and all claims for moneys advanced, dividends, bonuses, expenses, participation in profit or earnings or other remuneration whether authorized or provided by by-law, resolution, contract or otherwise. e) Stock options as defined in Original Agreement section 4.02, are hereby replaced, at a minimum, by 4,100,000 stock options at an exercise price of $0.10 effective the date of this amendment. The options shall vest at 125,000 per month until fully vested. These options are in recognition of completing the restructuring of the company with RHBV and preparing the Company for up-listing by finalizing 3 years of audited financial statements. Any of the Stock Options vesting within 12 months from the Effective Date of Termination of any termination by RAIN in accordance with paragraph 6.03 shall be deemed to be fully vested on the date of such termination. In the event a third party acquires majority control of the Company all options fully vest. The term of the Stock Options shall be five (5) years and shall terminate upon the earlier of (i) 30 days following their expiry; (ii) ten (10) Business Days following the Effective Date of Termination of a termination of this Agreement under either paragraph 6.01 or 6.02 hereof; or (iii) three (3) months following the Effective Date of Termination of a termination of this Agreement under paragraph 6.03 hereof.