Fourth Amendment to the Registration Rights Agreement



 Exhibit 4.10 

FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 

THIS FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Fourth Amendment”) is made and entered into effective as
of the 8th day of April, 2010 by and among FNDS3000 Corp., a Delaware corporation (the “Company”), and Sherington Holdings, LLC (the “Investor”). Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Agreement (as defined below). 
 W I T N E S S E T H 

WHEREAS, the Company and the Investor have entered into that certain Registration Rights Agreement dated January 6, 2009 (the
“Original Agreement”) as amended by that certain First Amendment to Registration Rights Agreement dated July 1, 2009 (the “First Amendment”), and that certain Second Amendment to Registration Rights Agreement
dated November 2, 2009 (the “Second Amendment”), and that certain Third Amendment to Registration Rights Agreement dated November 30, 2009 (the “Third Amendment” and, collectively with the Original
Agreement and the First Amendment and the Second Amendment, the “Agreement”); and 
 WHEREAS, the Parties have
entered into that certain Note and Warrant Purchase Agreement dated of even date herewith (the “Purchase Agreement”) whereby (a) Investor has agreed to purchase a promissory note in principal amount of $250,000, convertible
into shares of the Company’s Common Stock (the “April 2010 Conversion Shares”) for a conversion price of $0.175 per share; and (b) the Company has agreed to issue warrants to Investor initially exercisable for the purchase
of 1,428,572 at a price equal to $0.175 per share; and provided that such Common Stock and warrants are to be issued at the Closing (as described in, and each as defined in, the Purchase Agreement); and 

WHEREAS, the Parties wish to provide registration rights for the benefit of the Investor and its successors and assigns with respect to
the April 2010 Conversion Shares and the April 2010 Warrant Shares. 
 NOW, THEREFORE, for and in consideration of the mutual
promises of the Parties as set forth herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 

Article 1 

Amendments to the Agreement 

1.1 Section 1.13 of the Agreement is hereby deleted in its entirety and replaced with the following: 

“1.13 “Shares” shall mean the Common Shares, the New Common Shares (as defined in the First
Amendment), the Warrant Shares (as defined in the Third Amendment), the New Warrant Shares (as defined in the First Amendment), the Conversion Shares (as defined in the Second Amendment), the Fall 2009 Common Shares (as defined in the Second
Amendment), and the Fall 2009 Warrant Shares (as defined in the Second Amendment), the April 2010 Conversion Shares (as defined in this Fourth Amendment), the April 2010 Warrant Shares (as defined in this Fourth Amendment) and any shares of Common
Stock hereafter acquired by Investor or its affiliates, as such term is defined in the Securities Act.” 
  

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 Article 2 

Miscellaneous 
 2.2
Counterparts; Facsimile Signatures. This Fourth Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature
page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Amendment, and any telecopy or other facsimile transmission of any signature of
a Party shall be deemed an original and shall bind such Party. 
 2.2 Nature of Amendment. This Fourth Amendment contains the entire
agreement of the Parties with respect to the specific subject matter hereof and supersedes all prior written or oral correspondence between the Parties and their representatives (including emails) regarding the specific subject matter hereof.

 2.3 Ratification of Agreement. Except as expressly set forth in this Fourth Amendment, all other provisions of the Agreement remain
unchanged and in full force and effect. 
 2.4 Amendments. No amendment to the terms and conditions of this Fourth Amendment shall be
valid and binding on the Parties unless made in writing and signed by an authorized representative of each of the Parties. 
 2.5 Waiver.
No waiver of any provision of this Fourth Amendment, or breach hereof, shall be effective unless it is in writing, signed by the Party waiving such provision. 

2.6 Governing Law. This Fourth Amendment shall be interpreted in accordance with the substantive and procedural laws of the State of Delaware,
without regard to its choice of laws rules which may dictate the application of the laws of another jurisdiction. 

[signatures on following page] 
  

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 IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this
Amendment to be duly executed as of the date first above written. 
  

			
	FNDS3000 CORP.
	
	 /s/ Joseph F. McGuire

	By:	 	 Joseph F. McGuire

	Title:	 	 Chief Financial Officer

	
	SHERINGTON HOLDINGS, LLC
	
	 /s/ Raymond Goldsmith

	By:	 	 Raymond Goldsmith

	Title:	 	 Chairman



 

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