Exhibit 10.3

 

SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated July 1, 2011.

 

WHEREAS the Corporation and certain of its shareholders are parties to an amended and restated registration rights agreement dated January 27, 2010 and amended as of April 25, 2011 (the “Original Agreement”);

 

WHEREAS concurrently herewith, the Corporation is issuing to Lighthouse Capital Partners VI, L.P. (“Lighthouse”) a warrant to acquire Class B Preferred Shares in the capital of the Corporation (the “Warrant”), in connection with which it has agreed to grant registration rights to Lighthouse;

 

WHEREAS section 2.9 of the Original Agreement contains limitations on the Corporation’s ability to grant registration rights;

 

WHEREAS pursuant to section 4.4 of the Original Agreement, the Original Agreement can be amended by the written consent of the Corporation and the Investors holding at least 66—2/3% of the total number of Registrable Securities then held by all Investors;

 

WHEREAS it is in the best interests of the Corporation to amend the Original Agreement in order to reflect the registration rights being granted to Lighthouse and to make certain other amendments in respect of Canadian securities laws;

 

NOW, THEREFORE:

 

1.                                       Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Original Agreement.

 

2.                                       Amendment. The Original Agreement is hereby amended as follows:

 

(a)                                  The following definitions are added to Section 1.1 of the Original Agreement:

 

“Lighthouse” means Lighthouse Capital Partners VI, L.P.;

 

“Warrant” means (i) in respect of ATEL, the warrant to acquire Series 3 Class A Preferred Shares issued to it on or about March 11, 2009 or (ii) in respect of Lighthouse, the warrant to acquire Class B Preferred Shares issued to it on or about July 1, 2011;

 

“Warrantholder” means ATEL or Lighthouse, as applicable;

 

(b)                                 Section 4.1 of the Original Agreement is amended by deleting the word “ATEL” and replacing it with the words “the Warrantholders”.

 

(c)                                  Section 4.2 of the Original Agreement is deleted and replaced by the following:

 

“4.2         Warrantholder Special Provision

 











 

Effective as of the date on which a Warrantholder or its permitted assignee, as applicable, exercises its Warrant in whole or in part in accordance with its terms (including payment in full of the exercise price provided for therein) and becomes a holder of Preferred Shares, but conditional upon such Warrantholder becoming a party to the Shareholders Agreement:

 

(a)           the term “Investors” shall be deemed to include such Warrantholder or its permitted assignee, as applicable; and

 

(b)           Schedule A shall be amended so as to add the name of such Warrantholder or its permitted assignee, as applicable, and the number, class and series of Preferred Shares held pursuant to such exercise.

 

A Warrantholder shall not, without the prior written consent of the Corporation, be entitled to assign this Agreement or any of its rights hereunder, in whole or in part, except (i) at any time prior to exercise of its Warrant, to a permitted transferee of such Warrant, concurrently with any such permitted transfer (provided that such permitted transferee agrees in writing to be bound by the provisions hereof by executing an acknowledgment and attornment substantially in the form of Schedule B hereto (mutatis mutandis) or (ii) at any time after exercise of its Warrant, in accordance with section 4.1 above.”

 

(d)                                 Section 4.6 of the Original Agreement shall be deemed to include the following address information for Lighthouse (or, in the case of a permitted assignee of Lighthouse, such address information as shall be contained in the acknowledgment and attornment to be signed by such permitted assignee):

 

Lighthouse
  3555 Alameda de las Pulgas, Suite 200
 Menlo Park, CA 94025
 Attention: Contracts Administration
 Facsimile: (650) 233-0114

 

3.                                       Acknowledgment.  Lighthouse hereby acknowledges receipt of a copy of the Original Agreement and that it has read and understands the provisions of the Original Agreement.

 

4.                                       Attornment.  Lighthouse hereby:

 

(a)                                  attorns to and agrees to be bound as a party to the Original Agreement, as amended hereby, and to be subject to all of the rights and obligations of an Investor thereunder.  By signing below, Lighthouse agrees that such signature constitutes a signature to the Original Agreement, as amended hereby;

 

(b)                                 acknowledges and confirms that prior to executing this Agreement the Corporation requested the undersigned to obtain legal advice with respect to the undersigned’s rights and obligations under the Original Agreement, as amended hereby;

 











 

(c)                                  has agreed to attorn to the Original Agreement, as amended hereby, of its own volition and without any duress whatsoever from the Corporation, the other Investors or any other Person; and

 

(d)                                 if Lighthouse did not obtain legal advice prior to executing this Agreement, Lighthouse will not in any proceeding relating to the enforcement of rights or obligations under the Original Agreement, as amended hereby, raise that fact as a defence or otherwise.

 

5.                                       On and after the effective date hereof, any reference to the “Agreement” in the Original Agreement and any reference to the Original Agreement in any other agreements will mean the Original Agreement, as amended by this amendment. Except as specifically amended by this amendment, the provisions of the Original Agreement remain in full force and effect.

 

6.                                       This amendment is governed by the laws of the Province of Québec and the federal laws applicable therein.

 

7.                                       This amendment may be executed in any number of counterparts and via facsimile, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

 

[Signature Page Follows]

 











 

IN WITNESS WHEREOF the parties have executed this Second Amendment to the Amended and Restated Registration Rights Agreement.

 

 

	
 
    	
SC   FUELS INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/   Vincent Chornet
    
	
 
    	
 
    	
Name: 
    	
Vincent   Chornet
    
	
 
    	
 
    	
Title: 
    	
Director
    


 











 

	
 
    	
BDR   CAPITAL L.P., by its general partner, BDR Partners 1 L.P., itself   represented by its general partner 9198-1209 Québec Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/ J.   Bedard
    
	
 
    	
 
    	
Name: 
    	
J.   Bedard
    
	
 
    	
 
    	
Title: 
    	
 
    


 











 

	
 
    	
RV V   HOLDINGS SRL
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/   Joshua Ruch
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    


 











 

	
 
    	
BEV   HOLDINGS SRL
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/  Neil Suslak
    
	
 
    	
 
    	
Name: 
    	
Neil   Suslak
    
	
 
    	
 
    	
Title: 
    	
Managing   Partner
    


 











 

	
 
    	
WASTE   MANAGEMENT OF CANADA CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
 
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    


 











 

	
 
    	
RHO   VENTURES VI LUXEMBOURG HOLDINGS, S.A.R.L.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/   Joshua Ruch
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Per: 
    	
/s/   Joshua Ruch
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    


 











 

	
 
    	
CYCLE   CAPITAL FUND I, L.P., by its general partner CYCLE   CAPITAL, L.P., itself represented by its general partner CYCLE CAPITAL MANAGEMENT I INC.
    
	
 
    	
 
    
	
 
    	
Per: 
    	
/s/ Andrée-Lise Methot
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Per: 
    	
/s/   Bernhardt Zeisig
    
	
 
    	
 
    	
Name: 
    	
 
    
	
 
    	
 
    	
Title: 
    	
 
    


 









 

	
 
    	
/s/   Vincent Chornet
    
	
 
    	
VINCENT CHORNET
    


 











 

	
 
    	
/s/   Michael Dennis
    
	
 
    	
MICHAEL DENNIS
    


 











 

	
 
    	
/s/   Esteban Chornet
    
	
 
    	
ESTEBAN CHORNET
    


 











 

	
 
    	
DIAMOND ALTERNATIVE ENERGY OF CANADA INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Per:
    	
/s/   George Stutzmann
    
	
 
    	
 
    	
Name:   George Stutzmann
    
	
 
    	
 
    	
Title:   Vice President
    


 











 

	
 
    	
ENERKEM   INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Per:
    	
/s/   Vincent Chornet
    
	
 
    	
 
    	
Name:   Vincent Chornet
    
	
 
    	
 
    	
Title:   President & CEO
    


 











 

	
 
    	
ATEL   VENTURES, INC., as trustee
    
	
 
    	
 
    	
 
    
	
 
    	
Per:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 











 

	
 
    	
LIGHTHOUSE   CAPITAL PARTNERS VI, L.P., by Lighthouse   Management Partners VI, L.L.C., its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Per:
    	
/s/   Ryan   Turner
    
	
 
    	
Name:
    	
Ryan   Turner
    
	
 
    	
Title:
    	
Managing   Director 
    


 




 






 

ATTORNMENT TO AMENDED AND RESTATED
 REGISTRATION RIGHTS AGREEMENT

 

1.                                       The undersigned hereby acknowledges:

 

a)                                      receipt of a copy of the amended and restated registration rights agreement between Enerkem Inc. (the “Corporation”) and certain shareholders of the Corporation, as amended (the “Registration Rights Agreement”); and

 

b)                                     that the undersigned has read and understands the provisions of the Registration Rights Agreement.

 

2.                                       Capitalized terms used but not otherwise defined herein have the meanings attributed to such terms in the Registration Rights Agreement.

 

3.                                       The undersigned hereby attorns to and agrees to be bound as a party to the Registration Rights Agreement and to be subject to all of the rights and obligations of an Investor. The undersigned, by signing below, agrees that such signature constitutes a signature to the Registration Rights Agreement.

 

4.                                       The undersigned acknowledges and confirms that prior to executing this attornment agreement the Corporation requested the undersigned to obtain legal advice with respect to the undersigned’s rights and obligations under the Registration Rights Agreement; and, furthermore, the undersigned confirms and agrees that:

 

a)                                      the undersigned has executed this attornment agreement on the undersigned’s own volition and without any duress whatsoever from the Corporation, the other Investors or any other Person; and

 

b)                                     if the undersigned did not obtain legal advice prior to executing this attornment agreement, the undersigned will not in any proceeding relating to the enforcement of rights or obligations under the Registration Rights Agreement raise that fact as a defence or otherwise.

 

DATED the 5th day of July, 2011.

 

 

	
 
    	
FONDACTION, LE FONDS DE   DÉVELOPPEMENT DE LA CONFÉDÉRATION DES SYNDICATS NATIONAUX POUR LA COOPÉRATION   ET L’EMPLOI
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Luc Lapointe
    
	
 
    	
Name: Luc Lapointe
    
	
 
    	
Title: Portfolio   Manager
    


 











 

	
Name of Investor:
    	
FONDACTION, le Fonds de développement de la   Confédération des syndicats nationaux pour la coopération de l’emploi
    
	
 
    	
 
    
	
Address of Investor:
    	
FONDACTION, le Fonds de développement de la   Confédération des syndicats nationaux pour la coopération de l’emploi
    
	
 
    	
2175, boul. De Maisonneuve Est, bureau 103
    
	
 
    	
Montréal, Québec
    
	
 
    	
H2K 4S3
    
	
 
    	
 
    
	
 
    	
Attention:
    	
Mr. Régent Watier
    
	
 
    	
Facsimile:
    	
514-525-0863
    
	
 
    	
 
    	
 
    
	
 
    	
with   a copy to, which shall not constitute notice to Investor:
    
	
 
    	
 
    
	
 
    	
Morency Avocats LLP
    
	
 
    	
500 Place d’Armes, bureau 2420
    
	
 
    	
Montréal, Québec
    
	
 
    	
H2Y 2W2
    
	
 
    	
 
    
	
 
    	
Attention:
    	
Me Lily Germain
    
	
 
    	
Facsimile:
    	
(514) 845-9522
    


 









 

ATTORNMENT TO AMENDED AND RESTATED
 REGISTRATION RIGHTS AGREEMENT

 

1.                                       The undersigned hereby acknowledges:

 

a)                                      receipt of a copy of the amended and restated registration rights agreement between Enerkem Inc. (the “Corporation”) and certain shareholders of the Corporation, as amended (the “Registration Rights Agreement”); and

 

b)                                     that the undersigned has read and understands the provisions of the Registration Rights Agreement.

 

2.                                       Capitalized terms used but not otherwise defined herein have the meanings attributed to such terms in the Registration Rights Agreement.

 

3.                                       The undersigned hereby attorns to and agrees to be bound as a party to the Registration Rights Agreement and to be subject to all of the rights and obligations of an Investor. The undersigned, by signing below, agrees that such signature constitutes a signature to the Registration Rights Agreement.

 

4.                                       The undersigned acknowledges and confirms that prior to executing this attornment agreement the Corporation requested the undersigned to obtain legal advice with respect to the undersigned’s rights and obligations under the Registration Rights Agreement; and, furthermore, the undersigned confirms and agrees that:

 

a)                                      the undersigned has executed this attornment agreement on the undersigned’s own volition and without any duress whatsoever from the Corporation, the other Investors or any other Person; and

 

b)                                     if the undersigned did not obtain legal advice prior to executing this attornment agreement, the undersigned will not in any proceeding relating to the enforcement of rights or obligations under the Registration Rights Agreement raise that fact as a defence or otherwise.

 

DATED the 8th day of July, 2011.

 

 

	
 
    	
QUINCE   ASSOCIATES L.P., by Evensong,   LLC, its general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   John P. Hill, Jr.
    
	
 
    	
Name: John P. Hill, Jr   
    
	
 
    	
Title: Manager
    


 











 

	
Name of Investor:
    	
Quince Associates,   L.P.
    
	
 
    	
 
    
	
Address of Investor:
    	
777 S Wadsworth Blvd, suite 4280
    
	
 
    	
Lakewood, CO 80226
    
	
 
    	
 
    
	
 
    	
Attention:
    	
John Hill
    
	
 
    	
Facsimile:
    	
(303) 985-5875
    


 









 

ATTORNMENT TO AMENDED AND RESTATED
 REGISTRATION RIGHTS AGREEMENT

 

1.                                       The undersigned hereby acknowledges:

 

a)                                      receipt of a copy of the amended and restated registration rights agreement between Enerkem Inc. (the “Corporation”) and certain shareholders of the Corporation, as amended (the “Registration Rights Agreement”); and

 

b)                                     that the undersigned has read and understands the provisions of the Registration Rights Agreement.

 

2.                                       Capitalized terms used but not otherwise defined herein have the meanings attributed to such terms in the Registration Rights Agreement.

 

3.                                       The undersigned hereby attorns to and agrees to be bound as a party to the Registration Rights Agreement and to be subject to all of the rights and obligations of an Investor. The undersigned, by signing below, agrees that such signature constitutes a signature to the Registration Rights Agreement.

 

4.                                       The undersigned acknowledges and confirms that prior to executing this attornment agreement the Corporation requested the undersigned to obtain legal advice with respect to the undersigned’s rights and obligations under the Registration Rights Agreement; and, furthermore, the undersigned confirms and agrees that:

 

a)                                      the undersigned has executed this attornment agreement on the undersigned’s own volition and without any duress whatsoever from the Corporation, the other Investors or any other Person; and

 

b)                                     if the undersigned did not obtain legal advice prior to executing this attornment agreement, the undersigned will not in any proceeding relating to the enforcement of rights or obligations under the Registration Rights Agreement raise that fact as a defence or otherwise.

 

DATED the 11th day of July, 2011.

 

 

	
 
    	
 
    	
WESTLY   CAPITAL PARTNERS FUND I, L.P., as nominee for itself and WESTLY CAPITAL   PARTNERS AFFILIATES FUND, L.P., hereby acting through its general partner,   WESTLY CAPITAL ASSOCIATES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Michael C. Dorsey
    
	
 
    	
 
    	
Name: Michael C.   Dorsey
    
	
 
    	
 
    	
Title: Managing   Partner
    


 











 

	
Name of Investor:
    	
 
    	
WESTLY   CAPITAL PARTNERS FUND I, L.P., as nominee for itself and WESTLY CAPITAL   PARTNERS AFFILIATES FUND, L.P.
    
	
 
    	
 
    	
 
    
	
Address of Investor:
    	
 
    	
2200   Sand Hill Road
   Suite 250
   Menlo Park, CA
   94025
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Attention:
    	
Michael Kaufman
    
	
 
    	
 
    	
Facsimile:
    	
(650)   362-2338
    


 









 

ATTORNMENT TO AMENDED AND RESTATED
 REGISTRATION RIGHTS AGREEMENT

 

1.                                       The undersigned hereby acknowledges:

 

a)                                      receipt of a copy of the amended and restated registration rights agreement between Enerkem Inc. (the “Corporation”) and certain shareholders of the Corporation, as amended (the “Registration Rights Agreement”); and

 

b)                                     that the undersigned has read and understands the provisions of the Registration Rights Agreement.

 

2.                                       Capitalized terms used but not otherwise defined herein have the meanings attributed to such terms in the Registration Rights Agreement.

 

3.                                       The undersigned hereby attorns to and agrees to be bound as a party to the Registration Rights Agreement and to be subject to all of the rights and obligations of an Investor. The undersigned, by signing below, agrees that such signature constitutes a signature to the Registration Rights Agreement.

 

4.                                       The undersigned acknowledges and confirms that prior to executing this attornment agreement the Corporation requested the undersigned to obtain legal advice with respect to the undersigned’s rights and obligations under the Registration Rights Agreement; and, furthermore, the undersigned confirms and agrees that:

 

a)                                      the undersigned has executed this attornment agreement on the undersigned’s own volition and without any duress whatsoever from the Corporation, the other Investors or any other Person; and

 

b)                                     if the undersigned did not obtain legal advice prior to executing this attornment agreement, the undersigned will not in any proceeding relating to the enforcement of rights or obligations under the Registration Rights Agreement raise that fact as a defence or otherwise.

 

5.                                       This Attornment to Amended and Restated Registration Rights Agreement is effective as of July 25,  2011.

 

DATED the 11th day of July, 2011.

 

	
 
    	
 
    	
WESTLY   CAPITAL PARTNERS FUND II, L.P., as nominee for itself and WESTLY CAPITAL   PARTNERS AFFILIATES FUND, L.P., hereby acting through its general partner,   WESTLY CAPITAL ASSOCIATES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ Michael C. Dorsey
    
	
 
    	
 
    	
Name: Michael C.   Dorsey
    
	
 
    	
 
    	
Title: Managing   Partner
    


 











 

	
Name of Investor:
    	
 
    	
Westly   Capital Partners Fund II, L.P., as nominee for itself and Westly Capital   Partners Affiliates Fund, L.P.
    
	
 
    	
 
    	
 
    
	
Address of Investor:
    	
 
    	
2200   Sand Hill Road
   Suite 250
   Menlo Park, CA
   94025
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Attention:
    	
Michael Kaufman
    
	
 
    	
 
    	
Facsimile:
    	
(650)   362-2338