FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT REGISTRATION
RIGHTS AGREEMENT (this “Amendment”) is made
as of this 12th day of
March, 2009 by and among Frezer, Inc., a Nevada corporation (the “Company”), and KI
Equity Partners IV, LLC, a Delaware limited liability company (“Holder”),
amending that certain Registration Rights Agreement dated February 22, 2007 by
and among the Company and the Holder (the “Agreement”).
A. The
Holder currently owns 3,500,000 shares of the Company’s common
stock which are subject to the Agreement. Pursuant to that certain
Stock Purchase Agreement by and among the Holder, Befut Corporation, a Nevada
corporation (the “Purchaser”), and two other stockholders of the Company, dated
as of March 2, 2009, the Holder has agreed to sell to the Purchaser a total of
2,075,366 shares of the Company’s common stock (the “Sale”). Therefore, if the
Sale closes, the Holder shall continue to own 1,424,634 shares of the Company’s
common stock (“Shares”) immediately after the closing of the Sale.
B. The
Holder and the Company desire to amend the Agreement by terminating the demand
registration rights granted to the Holder under Section 1 of the Agreement and
making certain other amendments thereto.
C. Unless
otherwise provided in this Amendment, capitalized terms used herein shall have
the respective meanings set forth in the Agreement.
NOW, THEREFORE, in
consideration of the above premises and the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Holder hereby agree that the Agreement
shall be amended as follows:
1. Section
1 of the Agreement, entitled “Demand Registration,”
is hereby deleted in its entirety.
2. Section
2 (a) of the Agreement, entitled “Right to Piggyback”
is hereby amended in its entirety to read as follows:
(a) Right to Piggyback.
Until the date as of which all of the Registrable Securities may be sold without
restriction pursuant to Rule 144 (or any successor thereto) promulgated under
the Securities Act, any certificates representing the Registrable Securities
have had any restrictive legends under the Securities Act removed therefrom, and
the sale under Rule 144 is not otherwise prohibited by the Commission or any
statute, rule, regulation or other applicable law, whenever the Company proposes
to register any of its securities under the Securities Act pursuant to Rule
415 and the form of registration statement to be used may be used for the
registration of Registrable Securities, the Company shall give prompt written
notice (in any event within three (3) business days after its receipt of notice
of any exercise of demand registration rights from other shareholders) to the
Holder of its intention to effect such a registration and shall include in such
registration all of the Holder’s Registrable Securities with respect to which
the Company has received written requests for inclusion therein within fifteen
(15) days after the receipt of the Company’s notice (a “Piggyback
Registration”).
3. Section
3(b) of the Agreement is hereby amended in its entirety to read as
follows:
(b) The Company shall keep each
registration statement effective pursuant to Rule 415 at all times until the
earlier of (i) the date as of which all of the Registrable Securities may be
sold without restriction pursuant to Rule 144 (or any successor thereto)
promulgated under the Securities Act, any certificates representing the
Registrable Securities have had any restrictive legends under the Securities Act
removed therefrom, and the sale under Rule 144 is not otherwise prohibited by
the Commission or any statute, rule, regulation or other applicable law, or (ii)
the date on which the Holder shall have sold all of the Registrable Securities
(“Registration
Period”).
4. Section
12 (d) of the Agreement is hereby amended in its entirety to read as
follows:
“Registrable
Securities” means (i) 1,424,634 shares of the Company’s common stock
owned by the Holder immediately after the closing of the Sale and held by the
Holder or its assignees, and (ii) any other shares of Common Stock or any other
securities issued or issuable with respect to the securities referred to in
clause (i) by way of a stock dividend or stock split or in connection with an
exchange or combination of shares, recapitalization, merger, consolidation or
other reorganization.
5. Except
as set forth above, all other terms and conditions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first written
above.
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KI
Equity Partners IV, LLC
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By:
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Xxxxxxx
X. Xxxxxxx, Manager
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COMPANY:
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Xxxxx
X. Xxxxxxx,
CEO
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