REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (the " Agreement "), dated as of July 30, 2014 (the " Execution Date "), is entered into by and between
Well Power, Inc., a Nevada corporation with its principal executive office at Katy Freeway, Suite # 910, Houston, TX 77079 (the
" Company "), and Premier Venture Partners, LLC, a California limited liability company (the " Investor "),
with its principal executive officers at 4221 Wilshire Blvd., Suite 355, Los Angeles, CA 90010.


 


RECITALS


 


A.                 
Pursuant to the Equity Purchase Agreement entered into by and between the Company and the
Investor of this even date (the "Equity Purchase Agreement"), the Company has agreed to issue and sell to the Investor
an indeterminate number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), up
to an aggregate purchase price of Ten Million Dollars ($10,000,000);


 


B.                 
As an inducement to the Investors to execute and deliver the Equity Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws, with
respect to the shares of Common Stock issuable pursuant to the Equity Purchase Agreement.


 


C.                 
NOW THEREFORE, in consideration of the foregoing promises and the mutual covenants contained
hereinafter and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Investor hereby agree as follows:


 


SECTION 1


DEFINITIONS


 


1.1               
As used in this Agreement, the following terms shall have the following meanings:


 


"Execution Date" shall have the meaning
set forth in the preambles.


 


"Investor" shall have the meaning
set forth in the preambles.


 


"Person" means a corporation, a limited
liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.


 


"Potential Material Event" means
any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration Statement,
which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information
in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material engagement
or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be adversely
affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good faith determination
by the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of
such information.


 




    	 



    	 



    

 


"Register," "Registered,"
and "Registration" refer to the Registration effected by preparing and filing one (1) or more Registration Statements
in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities
on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement(s)
by the United States Securities and Exchange Commission (the "SEC").


 


"Registrable Securities" means (i)
the shares of Common Stock issued or issuable pursuant to the Equity Purchase Agreement except for the Additional Commitment Shares,
and (ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any
stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the
Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable
conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.


 


"Registration Statement" means the
registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


"Transaction Documents" shall mean
this Agreement and the Equity Purchase Agreement between the Company and the Investor as of the date hereof, and any other agreements
between the Company and the Investor executed in conjunction with this transaction


 


All capitalized terms used in this Agreement
and not otherwise defined herein shall have the same meaning ascribed to them as in the Equity Purchase Agreement.


 


SECTION 2


REGISTRATION


 


2.1               
The Company shall use all commercially reasonable efforts to, within thirty (30) days of the
date of this Agreement, file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or,
if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale
by the Investor of Registrable Securities in an amount not less than 20,000,000 shares of Common Stock (the "Registration
Amount"), 3,955,070 of which shares of Common Stock shall be registered as Initial Commitment Shares, and the balance of which
shares of Common Stock shall be registered as the Securities which Registration Statement(s) shall state that, in accordance with
Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares
of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company may reduce the Registration
Amount to the extent that the SEC requires such amount of the Registration to be reduced as a condition of effectiveness, however
not to an amount that is less than 250% of the Initial Commitment Shares.




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2.2               
The Company shall use all commercially reasonable efforts to have the Registration Statement(s)
declared effective by the SEC.


 


2.3               
The Company agrees not to include any other securities in the Registration Statement covering
the Registrable Securities without Investor's prior written consent which Investor may withhold in its sole discretion. Furthermore,
the Company agrees that it will not file any other Registration Statement for other securities, until thirty calendar days after
the Registration Statement for the Registrable Securities is declared effective by the SEC.


 


2.4               
Notwithstanding the registration obligations set forth in this Section 2.1, if the staff of
the SEC (the "Staff ') or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result
of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company
agrees to promptly (i) inform Investor of such fact and use its commercially reasonable efforts to file amendments to the Registration
Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the "New
Registration Statement"), in either case covering the maximum number of Registrable Securities permitted to be registered
by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements
on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement,
as amended, or the New Registration Statement (each, an "Additional Registration Statement"). Additionally, the Company
shall have the ability to file one or more New Registration Statements to cover the Registrable Securities once the Shares under
the initial Registration Statement referenced in Section 2.1 have been sold.


 


SECTION 3


RELATED OBLIGATIONS


 


At such time as the Company
is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2, the Company will affect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company
shall have the following obligations:


 


3.1               
The Company shall use all commercially reasonable efforts to cause such Registration Statement
relating to the Registrable Securities to become effective and shall keep such Registration Statement effective until the earlier
to occur of the date on which (A) the Investor shall have sold all the Registrable Securities actually issued or that the Company
has an obligation to issue under the Equity Purchase Agreement; or (B) the Investor has no right to acquire any additional shares
of Common Stock under the Equity Purchase Agreement (the "Registration Period"). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. The Company shall use all commercially reasonable efforts to respond to
all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company shall use all commercially
reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective no later than
five (5) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor agrees
to provide all information which is required by law to provide to the Company, including the intended method of disposition of
the Registrable Securities, and the Company's obligations set forth above shall be conditioned on the receipt of such information.




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3.2               
The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration
Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of
such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor
thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered by the Registration
Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company
shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within thirty
(30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant
factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and
if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially reasonable
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof.


 


3.3               
The Company shall make available to the Investor whose Registrable Securities are included
in any Registration Statement and its legal counsel without charge (i) promptly after the same is prepared and filed with the SEC
at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including
each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company
to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives;
(ii) upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR,
included in such Registration Statement and all amendments and supplements thereto; and (iii) such other documents, including copies
of any preliminary or final prospectus, as the Investor may reasonably request from time to time to facilitate the disposition
of the Registrable Securities.


 


3.4               
The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other securities or "blue sky" laws of such states in the
United States as the Investor reasonably requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period; (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3.4, or (B) subject itself to general taxation in any such jurisdiction. The Company shall promptly
notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.




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3.5               
As promptly as practicable after becoming aware of such event and as permitted by laws, the
Company shall notify Investor in writing of the happening of any event as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading
("Registration Default") and use all diligent efforts to promptly prepare a supplement or amendment to such Registration
Statement and take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form
S-3, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and
make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i)
when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement
or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which shall be
delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will promptly
provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; (ii) of any
request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii)
of the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, (iv)
in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result of the
Company's failure to timely file its financials or otherwise


 


3.6               
The Company shall use all commercially reasonable efforts to prevent the issuance of any stop
order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of
such order or suspension at the earliest possible moment and to notify the Investor holding Registrable Securities being sold of
the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
concerning the effectiveness of the registration statement.


 




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3.7               
The Company shall permit the Investor and one (1) legal counsel, designated by the Investor,
to review and comment upon the Registration Statement and all amendments and supplements thereto at least one (1) calendar day
prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement or any postponement of a
request for acceleration or any postponement of the effective date or effectiveness of a Registration Statement by written request
of the Investor (collectively, the "Investor's Delay") shall not act to trigger any penalty of any kind, or any cash
amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the
Company and the Investor. The event(s) of an Investor's Delay shall act to suspend all obligations of any kind or nature of the
Company under any and all agreements of any nature or kind between the Company and the Investor.


 


3.8               
At the request of the Investor, the Company's counsel shall furnish to the Investor an opinion
letter confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness
of the registration statement and be in a form reasonably acceptable to the Investor.


 


3.9               
The Company shall hold in confidence and not make any disclosure of information concerning
the Investor unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation
of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning
the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written
notice to the Investor and allow the Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order covering such information.


 


3.10           
The Company shall use all commercially reasonable efforts to maintain designation and quotation
of all the Registrable Securities covered by any Registration Statement on the Principal Market. If, despite the Company's commercially
reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts
to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange
and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company
shall pay all fees and expenses in connection with satisfying its obligation under this Section 3.10.


 


3.11           
The Company shall cooperate with the Investor to facilitate electronic delivery of the Registrable
Securities or if requested by the Investor, the preparation of certificates to be offered pursuant to the Registration Statement
and enable such certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request
and after any sales of such Registrable Securities by the Investor, such certificates not bearing any restrictive legend).


 




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3.12           
The Company shall provide a transfer agent for all the Registrable Securities not later than
the effective date of the first Registration Statement filed pursuant hereto.


 


3.13           
If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate
in a prospectus supplement or post-effective amendment such information as the Investor reasonably determines should be included
therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested
by the Investor.


 


3.14           
The Company shall use all commercially reasonable efforts to cause the Registrable Securities
covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities
as may be necessary to facilitate the disposition of such Registrable Securities.


 


3.15           
The Company shall otherwise use all commercially reasonable efforts to comply with all applicable
rules and regulations of the SEC in connection with any registration hereunder.


 


3.16           
Within two (2) business day after the Registration Statement which includes Registrable Securities
is declared effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared effective by the SEC.


 


3.17           
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition
by the Investor of Registrable Securities pursuant to the Registration Statement.


 


SECTION 4


OBLIGATIONS OF THE INVESTOR


 


4.1               
At least five (5) calendar days prior to the first anticipated filing date of the Registration
Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration
Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement
with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself,
the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required
to effect the registration of such Registrable Securities and the Investor shall execute such documents in connection with such
registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable
Securities by it pursuant to the Registration Statement, it shall comply with the "Plan of Distribution" section of the
then current prospectus relating to such Registration Statement.


 




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4.2               
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the
Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder,
unless the Investor has notified the Company in writing of an election to exclude all of the Investor's Registrable Securities
from such Registration Statement.


 


4.3               
The Investor agrees that, upon receipt of written notice from the Company of the happening
of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor's receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.


 


SECTION 5


EXPENSES OF REGISTRATION


 


5.1               
All legal expenses, other than underwriting discounts and commissions and other than as set
forth in the Equity Purchase Agreement, incurred in connection with registrations including comments, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, and printing fees
shall be paid by the Company.


 


SECTION 6


INDEMNIFICATION


 


In the event any Registrable
Securities are included in the Registration Statement under this Agreement:


 


6.1               
To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby
does, indemnify, hold harmless and defend the Investor who holds Registrable Securities, the directors, officers, partners, employees,
counsel, agents, representatives of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or
the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement
or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made
in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction
in which the Investor has requested in writing that the Company register or qualify the Shares ("Blue Sky Filing"), or
the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or
(iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations").
Subject to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor and each such controlling person,
promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6.1: (i) shall not apply to a Claim arising out of or based upon a Violation
which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company or (b) the Indemnified Person's use of an incorrect prospectus despite
being promptly advised in advance by the Company in writing not to use such incorrect prospectus; (iii) any claims based on the
manner of sale of the Registrable Securities by the Investor or of the Investor's failure to register as a dealer under applicable
securities laws; (iv) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration
Statement or prospectus relating to the Investor or the manner of sale; and (v) any amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement.




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6.2               
In connection with any Registration Statement in which Investor is participating, the Investor
agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth
in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration Statement, each Person, if
any, who controls the Company within the meaning of the 1933 Act or the 1934 Act and the Company's agents (collectively and together
with an Indemnified Person, an "Indemnified Party"), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to the inclusion in the
Registration Statement of the written information furnished to the Company by the Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6.3, the Investor will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained
in this Section 6.2 and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Investor, which


	
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 consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only
be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such
Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale
of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus shall
not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary
prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented. This indemnification provision
shall apply separately to each Investor and liability hereunder shall not be joint and several.


 


6.3               
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim,
such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified
Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying
party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable,
and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if
the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party
shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect
to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.




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6.4               
The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities
the indemnifying party may be subject to pursuant to the law.


 


SECTION 7


CONTRIBUTION


 


7.1               
To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section ll(f) of the 1933 Act) shall be
entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii)
contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities.


 


SECTION 8


REPORTS UNDER THE 1934 ACT


 


8.1               
With a view to making available to the Investor the benefits of Rule 144 promulgated under
the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of
the Company to the public without registration ("Rule 144"), provided that the Investor holds any Registrable Securities
are eligible for resale under Rule 144, the Company agrees to:


 


(a)                
make and keep public information available, as those terms are understood and defined in Rule
144;


 


(b)                
file with the SEC in a timely manner all reports and other documents required of the Company
under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit the Company's obligations under Section 5(c) of the Equity Purchase Agreement) and the filing of such reports
and other documents is required for the applicable provisions of Rule 144; and


 


(c)                
furnish to the Investor, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 




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SECTION 9


MISCELLANEOUS


 


9.1               
Notices. Any notices or other communications required or permitted to be given under the terms
of this Agreement that must be in writing will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by electronic mail (provided a confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall
be:


 


If to the Company:


Well Power, Inc.


Attn: Dan M. Patience


11111 Katy Freeway, Suite # 910


Houston, TX 77079


 


If to the Investor:


 


Premier Venture Partners, LLC


4221 Wilshire Blvd., Suite 355


Los Angeles, CA 90010


Fax: (323) 315-2273


 


Each party shall provide five (5) days prior
written notice to the other party of any change in address or facsimile number.


 


9.2               
No Waivers. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


9.3               
No Assignments. The rights and obligations under this Agreement shall not be assignable.


 


9.4               
Entire Agreement/Amendment. This Agreement and the Transaction Documents constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Transaction Documents
supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.
The provisions of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5               
Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. Whenever required by the context of this Agreement, the singular shall include the
plural and masculine shall include the feminine.


 


This Agreement shall not be construed as if
it had been prepared by one of the parties, but rather as if all the parties had prepared the same.


 




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9.6               
Counterparts. This Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature
or other similar electronic means with the same force and effect as if such signature page were an original thereof.


 


9.7               
Further assurances. Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


 


9.8               
Severability. In case any provision of this Agreement is held by a court of competent jurisdiction
to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this
Agreement will not in any way be affected or impaired thereby.


 


9.9               
Law governing this agreement. This Agreement shall be governed by and construed in accordance
with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party
against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California
or in the federal courts located in Los Angeles County, California. The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in person am jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.




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9.10           
No third party beneficiaries. This Agreement is intended for the benefit of the parties hereto
and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges
that the rights of the Investor may be enforced by its general partner.


 


(Signature page immediately follows)




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IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed by their respective authorized representatives as of
the Execution Date.


 


 


	
        “COMPANY”

         

        Well Power, Inc.,

        a Nevada corporation

         

        By: /s/ Dan Patience

        Name: Dan Patience

        Title: President
	
        “INVESTOR”

         

        Premier Venture Partners, LLC,

        a California limited liability company

         

        By:

        Name:

        Title:



 








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