Exhibit 10.4



 


NORTHUMBERLAND RESOURCES INC.


INVESTORS’ RIGHTS AGREEMENT


 


This Investors’ Rights
Agreement (this “Agreement”) is made as of April 27, 2012, by and among Northumberland Resources Inc., a Nevada
corporation (the “Company”), and ThorFinn Partners (the “Investor”. Unless otherwise defined
herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.


 


Recitals


 


WHEREAS: The Investors
are parties to the Common Stock Purchase Agreement of even date herewith, among the Company and the Investor (the “Purchase
Agreement”), and it is a condition to the closing of the sale of the Common Stock to the Investor that the Investor and
the Company execute and deliver this Agreement.


 


NOW, THEREFORE:
In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which
is hereby acknowledged, the parties hereto agree as follows:


 


Section
1


Definitions


 


1.1        Certain
Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a)        “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


(b)        “Common
Stock” means the Common Stock of the Company.


 


(c)        "Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules
and regulations thereunder, all as the same shall be in effect from time to time.


 


(d)         “Existing
Investors” shall mean existing stockholders of the Company.


 


(e)        “Holder”
shall mean any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights
conferred by this Agreement have been duly and validly transferred in accordance with Section 2.12 of this Agreement.


 


(f)        “Indemnified
Party” shall have the meaning set forth in Section 2.6(c) hereto.


 


(g)        “Indemnifying
Party” shall have the meaning set forth in Section 2.6(c) hereto.


 


(h)        “Initial
Closing” shall mean the date of the initial sale of shares of the Company’s Common Stock pursuant to the Purchase
Agreement.


 


(i)         “Initiating
Holders” shall mean any Holder or Holders who have rights to Registrable Securities.


 



    	 



    	 



    

 


(j)         “New
Securities” shall have the meaning set forth in Section 4.1(a) hereto.


 


(k)        “Other
Selling Stockholders” shall mean persons other than the Investor who, by virtue of agreements with the Company, are entitled
to include their shares in certain registrations hereunder.


 


(l)        “Other
Shares” shall mean shares of Common Stock held by other investors in the Company.


 


(m)        “Purchase
Agreement” shall have the meaning set forth in the Recitals hereto.


 


(n)        “Registrable
Securities” shall mean (i) the Shares (ii) shares of the Company held by investors entitled to registration (iii) any
Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced
in (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock described
in clause (i) or (ii) above which have previously been registered or which have been sold to the public either pursuant to a registration
statement or Rule 144, or which have been sold in a private transaction in which the transferor’s rights under this Agreement
are not validly assigned in accordance with this Agreement.


 


(o)        The terms “register,”
“registered” and “registration” shall refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration
or ordering of the effectiveness of such registration statement.


 


(p)        “Registration
Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such
registration, but shall not include Selling Expenses, fees and disbursements of counsel for the Holders and the compensation of
regular employees of the Company, which shall be paid in any event by the Company.


 


(q)        “Restricted
Securities” shall mean any Registrable Securities required to bear the first legend set forth in Section 2.8(c)
hereof.


 


(r)        “Rule
144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from
time to time, or any similar successor rule that may be promulgated by the Commission.


 


(s)        “Rule
145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from
time to time, or any similar successor rule that may be promulgated by the Commission


 


(t)        “Rule
415” shall mean Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from
time to time, or any similar successor rule that may be promulgated by the Commission.


 


(u)        “Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.


 



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(v)        “Selling
Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities and fees and disbursements of counsel for any Holder.


 


(w)         “Shares”
shall mean the Company’s Common Stock sold to the Investor pursuant to the Purchase Agreement.


 


(x)        “Significant
Holders” shall have the meaning set forth in Section 4.1 hereof.


 


(y)        “Withdrawn
Registration” shall mean a forfeited demand registration under Section 2.1 in accordance with the terms and conditions
of Section 2.4.


 


Section
2


Registration Rights


 


2.1        Requested
Registration.


 


(a)        Request
for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall receive from the Investor
or Other Selling Stockholders with a written request signed by such that the Company effect any registration with respect to all
or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed
of), the Company will:


 


(i)        promptly
give written notice of the proposed registration to all other Holders; and


 


(ii)        as soon
as practicable, file and use its commercially reasonable efforts to effect such registration (including, without limitation, filing
post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate
compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request received by the Company within ninety (90) days after such written
notice from the Company is mailed or delivered.


 


(b)        Limitations
on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration
pursuant to this Section 2.1:


 


(i)        After four
years following the date hereof;


 


(ii)        In any
particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting
such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act;


 


(iii)        After
the Company has initiated two such registrations pursuant to this Section 2.1 (counting for these purposes only (x) registrations
which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn Registrations);


 


(iv)        During
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that
the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective;


 



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(v)        If the Investor
propose to dispose of shares of Registrable Securities that may be registered on Form S-3 pursuant to a request made under Section
2.3 hereof.


 


(c)        Deferral.
If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering the
Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a
result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii)
the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration statement to
be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration
statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall have the right to
defer such filing for a period of not more than one hundred eighty (180) days after receipt of the request of the Initiating Holders,
and, provided further, that the Company shall not defer its obligation in this manner more than twice in any twelve-month period.


 


(d)        Other Shares.
The registration statement filed pursuant to the request of the Investor may, subject to the provisions of Section 2.1(e),
include Other Shares, and may include securities of the Company being sold for the account of the Company.


 


(e)        Underwriting.
If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include
such information in the written notice given pursuant to Section 2.1(a)(i). The right of the Investor to include all or
any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon the Investor’s
participation in an underwriting and the inclusion of the Investor’s Registrable Securities to the extent provided herein.
If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own
account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Investor shall offer
to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such
other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company
and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company
shall (together with all stockholders proposing to distribute their securities through such underwriting) enter into an underwriting
agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting.


 


If a person who has requested
inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company, the underwriter or the Investor. The securities so excluded shall also be withdrawn
from registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration
was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer
to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities
in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such
requesting additional inclusion, as set forth above.


 



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2.2        Company
Registration.


 


(a)        Company
Registration. If the Company shall determine to register any of its securities either for its own account or the account of
a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely
to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate
reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales,
the Company will:


 


(i)        promptly
give written notice of the proposed registration to all Holders; and


 


(ii)        use its
commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance),
except as set forth in Section 2.2(b) below, and in any underwriting involved therein, all of such Registrable Securities
as are specified in a written request or requests made by any Holder or Holders received by the Company within ten (10) days after
such written notice from the Company is mailed or delivered. Such written request may specify all or a part of a Holder’s
Registrable Securities.


 


(b)        Underwriting.
If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company
shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right
of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders
of securities of the Company with registration rights to participate therein distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the
Company.


 


Notwithstanding any other
provision of this Section 2.2, if the underwriters advise the Company in writing that marketing factors require a limitation
on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable
Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company
shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to
be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being
sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement
based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (iii) third, to the stockholders
requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such
Other Selling Stockholders, assuming conversion.


 


If a person who has requested
inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be
excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded
shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares
of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant
to Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares
so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.


 



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(c)        Right to
Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this
Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities
in such registration.


 


2.3        Registration
on Form S-3.


 


(a)        Request
for Form S-3 Registration. The Company shall use its commercially reasonable efforts to qualify for registration on Form S-3
or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights
contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3,
if the Company shall receive from a Holder a written request that the Company effect any registration on Form S-3 or any similar
short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number
of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or
Holders), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a)(i)
and (ii).


 


(b)        Limitations
on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration
pursuant to this Section 2.3:


 


(i)        In the circumstances
described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);


 


(ii)        If the
Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $l,000,000;
or


 


(iii)        If, in
a given twelve-month period, the Company has effected two (2) such registrations in such period.


 


(c)        Deferral.
The provisions of Section 2.1(c) shall apply to any registration pursuant to this Section 2.3.


 


(d)        Underwriting.
If the Holders of Registrable Securities requesting registration under this Section 2.3 intend to distribute the Registrable
Securities covered by their request by means of an underwriting, the provisions of Sections 2.1(e) shall apply to such registration.
Notwithstanding anything contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not
be counted as requests for registration or registrations effected pursuant to Section 2.1.


 


2.4        Expenses
of Registration. All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1, 2.2
and 2.3 hereof shall be borne by the Company; provided, however, that the Company shall not be required to
pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 if the registration request
is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or because
a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and
2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other
based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to a demand registration pursuant to Section 2.1;provided, however,
in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different
from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at
the time of their request for registration under Section 2.1, such registration shall not be treated as a counted registration
for purposes of Section 2.1 hereof, even though the Holders do not bear the Registration Expenses for such registration.
All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the holders of securities included
in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.


 



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2.5        Registration
Procedures. In the case of each registration effected by the Company pursuant to Section 2, the Company will keep each
Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company
will use its commercially reasonable efforts to:


 


(a)        Keep such registration
effective for a period of ending on the earlier of the date which is sixty (60) days from the effective date of the registration
statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating
thereto;


 


(b)        Prepare and
file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement for the period set forth in subsection (a) above;


 


(c)        Furnish such
number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of
or supplement to the prospectus, as a Holder from time to time may reasonably request;


 


(d)        Use its reasonable
best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue
Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process
in any such states or jurisdictions;


 


(e)        Notify each
seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required
to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing,
and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus
shall not include an 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 not misleading or incomplete in light of the circumstances then existing;


 


(f)         If (i) a registration
made pursuant to a shelf registration statement is required to be kept effective in accordance with this Agreement after the third
anniversary of the initial effective date of the shelf registration statement and (ii) the registration rights of the applicable
Holders have not terminated, file a new registration statement with respect to any unsold Registrable Securities subject to the
original request for registration prior to the end of the three year period after the initial effective date of the shelf registration
statement, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement;


 


(g)         Use its commercially
reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such
securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and reasonably satisfactory to a majority in interest of the Holders requesting
registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters;


 



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(h)        Provide a transfer
agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of such registration;


 


(i)        Otherwise use
its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but
not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act;


 


(j)        Cause all such
Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued
by the Company are then listed; and


 


(k)        In connection
with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, enter into an
underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement
contains reasonable and customary provisions, and provided further, that each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.


 


2.6        Indemnification.


 


(a)        To the extent
permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners, legal
counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect
to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if
any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses,
claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on:
(i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any registration
statement, any prospectus included in the registration statement, any issuer free writing prospectus (as defined in Rule 433 of
the Securities Act), any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant
to Rule 433(d) under the Securities Act or any other document incident to any such registration, qualification or compliance prepared
by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation
(or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable
to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration,
qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal
counsel and accountants and each person controlling such Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim,
loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any
such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by such Holder, any of such Holder’s officers, directors, partners, legal counsel or
accountants, any person controlling such Holder, such underwriter or any person who controls any such underwriter, and stated to
be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section
2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of the Company (which consent shall not be unreasonably withheld).


 



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(b)        To the extent
permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers,
partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities covered by such a registration
statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each
other such Holder, and each of their officers, directors and partners, and each person controlling each other such Holder, against
all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement
(or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or
other document (including any related registration statement, notification, or the like) incident to any such registration, qualification
or compliance, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the
obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities
(or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably
withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from
the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.


 


(c)        Each party
entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give
notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s
expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 2.6, to the extent such failure is not prejudicial.
No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably
request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.


 



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(d)        If the indemnification
provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party
with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying
such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in
such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying
Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such statement or omission. No person or entity will be required under this Section
2.6(d) to contribute any amount in excess of the gross proceeds from the offering received by such person or entity,
except in the case of fraud or willful misconduct by such person or entity. No person or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.


 


(e)        Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.1


 


2.7        Information
by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this Section 2.


 


2.8        Restrictions
on Transfer.


 


(a)        The holder
of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions
of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or
any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed
in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms
and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and:


 


(i)        There is
then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made
in accordance with the registration statement; or


 


(ii)        The Holder
shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished
the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company,
the Holder shall have furnished the Company, at its expense, with evidence reasonably satisfactory to the Company that such disposition
will not require registration of such Restricted Securities under the Securities Act, whereupon the holder of such Restricted Securities
shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to
the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except
in unusual circumstances.


 



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(b)        Notwithstanding
the provisions of Section 2.8 (a), no such registration statement or opinion of counsel or “no action” letter shall
be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution
without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if
the Holder is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired
members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired
partners, retired members or other equity owners, or (z) a venture capital fund that is controlled
by or under common control with one or more general partners or managing members of, or shares the same management company with,
the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s
intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances
of the proposed disposition.


 


2.9        Rule 144
Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit
the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable
best efforts to:


 


(a)        Make and keep
adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities Act,
at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed
by the Company for an offering of its securities to the general public;


 


(b)        File with the
Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act at any time after it has become subject to such reporting requirements; and


 


(c)        So long as
a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective
date of the first registration statement filed by the Company for an offering of its securities to the general public), and of
the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.


 


2.10        Delay
of Registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration
as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.


 


2.11        Transfer
or Assignment of Registration Rights. The rights to cause the Company to register securities granted to a Holder by the Company
under this Section 2 may be transferred or assigned by a Holder only to a transferee or assignee of not less than 100,000
shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends,
reverse stock splits, and the like); provided that (i) such transfer or assignment of Registrable Securities is effected
in accordance with the terms of Section 2.8 hereof, and applicable securities laws, (ii) the Company is given written notice
prior to said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities
with respect to which such registration rights are intended to be transferred or assigned and (iii) the transferee or assignee
of such rights assumes in writing the obligations of such Holder under this Agreement, including without limitation the obligations
set forth in Section 2.10.


 



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2.12        Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written
consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving
such holder or prospective holder any registration rights the terms of which are pari passu with the registration rights
granted to the Holders hereunder.


 


2.13        Termination
of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to Section
2.1, 2.2 or 2.3 shall terminate on the fourth anniversary of this Agreement.


 


Section
3


Miscellaneous


 


3.1        Amendment.
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Agreement and signed by the Company and the Investor.


 


3.2        Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:


 


(a)        if to the Investor,
at the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be
updated in accordance with the provisions hereof;


 


(b)        if to any Holder,
at such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such holder
so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address of the last holder
of such shares for which the Company has contact information in its records; or


 


(c)        if to the Company,
one copy should be sent to 701 N. Green Valley Pkwy, Ste 200-258, Henderson, NV, 89074, Attn: Chief Executive Officer, or at such
other address as the Company shall have furnished to the Investor.


 


Each such notice or other
communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation
of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address
on record with the Company.


 


3.3        Governing
Law. This Agreement shall be governed in all respects by the internal laws of the State of Nevada as applied to agreements
entered into among Nevada residents to be performed entirely within Nevada, without regard to principles of conflicts of law.


 


3.4        Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by an Investor without such
permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall
be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 



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3.5        Entire
Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the
subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.


 


3.6        Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to
any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power
or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement,
shall be cumulative and not alternative.


 


3.7        Severability.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in accordance with its terms.


 


3.8        Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


3.9        Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts, and all of which together shall constitute one instrument.


 


3.10        Telecopy
Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties
hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of
or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.


 


3.11        Jurisdiction;
Venue. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction
of, and venue in, the state courts in Nevada.


 


3.12        Further
Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company,
partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may
be necessary to more fully effectuate this Agreement.


 



    	-13-



    	 



    

 


3.13        Termination
Upon Change of Control. Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations)
shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions
to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but
excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders
of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting
securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity),
as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total
voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such
transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.


 


3.14        Conflict.
In the event of any conflict between the terms of this Agreement and the Company’s Articles or its Bylaws, the terms of the
Company’s Articles or its Bylaws, as the case may be, will control.


 


3.15        Attorneys’
Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing such reasonable fees and expenses of attorneys and accountants, which
shall include, without limitation, all fees, costs and expenses of appeals.


 


3.16        Aggregation
of Stock. All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall
be aggregated together for purposes of determining the availability of any rights under this Agreement.


 


(signature page follows)


 



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The parties hereto have
executed this Investors’ Rights Agreement effective as of the day and year first above written.


 


	 	NORTHUMBERLAND RESOURCES INC.
	 	 
	 	By: 	/s/ Fortunato Villamagna
	 	Name: Fortunato Villamagna
	 	Title: President
	 	 
	 	INVESTOR
	 	 
	 	THORFINN PARTNERS
	 	(Print investor name)
	 	 
	 	/s/ Charles Patrick
	 	(Signature)
	 	 
	 	Charles Patrick
	 	(Print name of signatory, if signing for an entity)