Exhibit 10.3



 


NORTHUMBERLAND RESOURCES INC.


 


COMMON STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase
Agreement (this “Agreement”) dated April 27, 2012 is made effective as of March 21, 2012, by and between Northumberland
Resources Inc., a Nevada corporation (the “Company”), and ThorFinn Partners (“Investor”).


 


WHEREAS the Company
and the Investor have previously agreed that the Investor may provide up to $3,000,000 in equity financing to the Company in tranches
(each a “Tranche”) of up to $500,000 at such closings as are mutually agreed upon by the parties for a period
of twelve months ending March 21, 2013, unless extended for an additional twelve months as agreed upon by the parties.


 


AND WHEREAS the
Investor shall be entitled to purchase common stock of the Company at a price of $0.60 per share in each Tranche.


 


AND WHEREAS the
Investor provided the Company with an initial tranche of $500,000 (“Initial Tranche”) as an advance on the $3,000,000
financing as stipulated in this Agreement pursuant to a separate Subscription for Shares Agreement dated March 21, 2012 (“Subscription
Agreement”) attached hereto as Exhibit A.


 


AND WHEREAS the
Investor and the Company wish to integrate the Subscription Agreement into this Agreement and to set forth the terms under which
subsequent tranches may take place.


 


NOW THEREFORE in
consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Section
1


 


Authorization,
Sale and Issuance of Common Stock


 


1.1         Authorization.
The Company will, prior to each closing of a Tranche, authorize the sale and issuance of that number of shares being purchased
in such Tranche, which shall be no more than up to 833,333 shares, (the “Shares”) of the Company’s Common
Stock at a price of $0.60 per share (the “Common Stock”), having the rights, privileges, preferences and restrictions
set forth in the Articles of Incorporation of the Company.


 


1.2         Sale and
Issuance of Shares. The Investor shall make available to the Company in accordance with, and subject to the terms and conditions
of, this Agreement, until March 21, 2013, (“End Date”) up to $2,500,000 in individual tranches of up to $500,000. The
End Date may be extended for an additional term of up to twelve months at the option of the Company and the Investor upon written
notice on or before the End Date. The purchase, sale and issuance of the Shares pursuant to each Tranche shall take place at one
or more closings (each of which is referred to in this Agreement as a “Closing”) as requested by the Company
and accepted by the Investor. Each Tranche shall be in an aggregate amount of not more than $500,000. Each Tranche shall close
five business days following receipt of notice from the Company requesting additional funding of up to $500,000, if accepted and
agreed upon by the Investor. At each closing, the Investor shall provide an executed Subscription Agreement, in a form acceptable
to both parties to this Agreement, to the Company.


 



    	 



    	 



    

 


1.3         Delivery.


 


(a)         Upon execution
of this Agreement, the Investor and the Company shall also deliver an Investor Rights Agreement (“Rights Agreement”
and together with this agreement, the “Agreements”) in substantially the same form as attached hereto as Exhibit
B.


 


(b)         At each subsequent
Closing of a Tranche, the Investor and the Company will each deliver a signed subscription agreement for the number of Shares actually
purchased.


 


(c)         At each subsequent
Closing of a Tranche, the Company will deliver to Investor a certificate registered in Investor’s name representing the number
of Shares that such Investor is purchasing in such Closing against payment of the purchase price therefor by (a) check payable
to the Company, (b) wire transfer in accordance with the Company’s instructions, (c) cancellation of indebtedness or (d)
any combination of the foregoing. In the event that payment by Investor is made, in whole or in part, by cancellation of indebtedness,
then the Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute
an instrument of cancellation in form and substance acceptable to the Company.


 


Section
2


 


Representations
and Warranties of the Company


 


The Company hereby represents
and warrants to the Investors as follows:


 


2.1         Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada. The Company has the requisite corporate power and authority to own and operate its properties and
assets, to carry on its business as presently conducted or proposed to be conducted, to execute and deliver the Agreements, to
issue and sell the Shares and to perform its obligations pursuant to the Agreements. The Company is presently qualified to do business
as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material
adverse effect on the Company’s financial condition or business as now conducted (a “Material Adverse Effect”).


 



    	 



    	 



    

 


2.2         Subsidiaries.
The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company,
association or other business entity.


 


2.3         Capitalization.


 


(a)         The Company
has reserved the Shares for issuance pursuant to this Agreement;


 


(b)          All issued
and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued
and are fully paid and non-assessable, and (ii) were issued in compliance with all applicable state and federal laws concerning
the issuance of securities.


 


(c)         The rights,
preferences, privileges and restrictions of the Shares are as stated in the Articles of Incorporation.


 


(d)         The Shares,
when issued and delivered and paid for in compliance with the provisions of this Agreement will be validly issued, fully paid and
non-assessable. The Shares will be free of any liens or encumbrances.


 


2.4         Authorization.
All corporate action on the part of the Company and its directors, officers and shareholders necessary for the authorization, execution
and delivery of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance
of all of the Company’s obligations under the Agreements have been taken or will be taken prior to the each Closing. The
Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the
relief of debtors, (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies
and by general principles of equity.


 


2.5         Material
Contracts. To the Company’s knowledge, all of its material contracts are valid, binding and in full force and effect
in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles of equity.
Neither the Company is nor, to the Company’s knowledge, is any other party to the Material Contracts in material default
under any of such material contracts.


 


2.6         Intellectual
Property.


 


(a)         Ownership.
The Company owns or possesses or can obtain on commercially reasonable terms] sufficient legal rights to all patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary
rights (“Intellectual Property”) necessary to the business of the Company as presently conducted, the lack of
which could reasonably be expected to have a Material Adverse Effect, without any conflict with or infringement of the rights of
others.


 



    	 



    	 



    

 


2.7         Title
to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title
to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other
than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business
for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation,
and (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject
thereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business. With respect
to the property and assets it leases, the Company is in compliance with such leases in all material respects and[, to its knowledge,]
holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above. All facilities,
machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition
and repair and are reasonably fit and usable for the purposes for which they are being used.


 


2.8         Compliance
with Other Instruments.


 


(a)         The Company
is not in violation of any material term of its Articles of Incorporation or Bylaws, each as amended to date, or, to the Company’s
knowledge, in any material respect of any term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument,
judgment, order or decree to which it is party or by which it is bound which would have a Material Adverse Effect. The Company
is not in violation of any federal or state statute, rule or regulation applicable to the Company the violation of which would
have a Material Adverse Effect. The execution and delivery of the Agreements by the Company, the performance by the Company of
its obligations pursuant to the Agreements, and the issuance of the Shares, will not result in any material violation of, or materially
conflict with, or constitute a material default under, the Company’s Articles of Incorporation or Bylaws, each as amended
to date, or any of its agreements, nor, to the Company’s knowledge, result in the creation of any material mortgage, pledge,
lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture
or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of
its assets or properties.


 


(b)         The Company
has avoided every condition, and has not performed any act, the occurrence of which would result in the Company’s loss of
any right granted under any license, distribution agreement or other agreement.


 


2.9         Litigation.
There are no actions, suits, proceedings or investigations pending against the Company or its properties (nor has the Company received
written notice of any threat thereof) before any court or governmental agency that questions the validity of the Agreement or the
right of the Company to enter into them, or the right of the Company to perform its obligations contemplated thereby, or that,
either individually or in the aggregate, if determined adversely to the Company, would or could reasonably be expected to have
a Material Adverse Effect or result in any change in the current equity ownership of the Company. The Company is not a party or
subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.


 



    	 



    	 



    

 


2.10         Governmental
Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on
the part of the Company is required in connection with the valid execution and delivery of the Agreements, or the offer, sale or
issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement, except the filing of such
notices as may be required under the Securities Act of 1933, as amended (the “Securities Act”) and such filings
as may be required under applicable state securities laws, which will be timely filed within the applicable periods therefor.


 


2.11         Permits.
The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being
conducted by it, the lack of which would have a Material Adverse Effect, and believes it can obtain, without undue burden or expense,
any similar authority for the conduct of its business as presently planned to be conducted. The Company is not in default in any
material respect under any of such franchises, permits, licenses or other similar authority.


 


3.18         Tax Returns
and Payments. The Company has timely filed all tax returns and reports (federal, state and local) as required by law. These
returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except
those contested by it in good faith. The provision for taxes of the Company as shown in the Financial Statements is adequate for
taxes due or accrued as of the date thereof. The Company has never had any tax deficiency proposed or assessed against it and has
not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of
the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever
been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions
on its books of account for all taxes, assessments, and governmental charges with respect to its business, properties, and operations
for such period.


 


2.12          Insurance.
The Company has in full force and effect fire and casualty insurance policies sufficient in amount, subject to reasonable deductibles,
to allow it to replace any of its properties that might be damaged or destroyed.


 


2.13          Environmental
and Safety Laws. To the best of its knowledge, the Company is not in violation of any applicable statute, law, or regulation
relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required
in order to comply with any such existing statute, law, or regulation. MKD: we cannot know about every potential violation unless
given notice-that is market standard.


 



    	 



    	 



    

 


2.14         Disclosure.
The Company has provided the Investor with all the information regarding the Company without undue expense that such Investor has
requested for deciding whether to purchase the Shares. Neither the Agreements nor any other documents or certificates delivered
in connection herewith, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were
made. The Company does not represent or warrant that it will achieve any financial projections provided to the Investor.


 


2.15         Corporate
Documents. The Articles and bylaws of the Company are in the form as filed with the U.S. Securities and Exchange Commission.
The copy of the minute books of the Company provided to Investor’s counsel contains complete and correct minutes of all meetings
of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the
date of incorporation and reflects all actions by the directors (and any committee of directors) and stockholders with respect
to all transactions referred to in such minutes completely and accurately in all material respects.


 


Section
3


 


Representations
and Warranties of the Investors


 


The Investor hereby represents
and warrants to the Company as follows:


 


3.1         No Registration.
The Investor understands that the Shares, have not been, and will not be, registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise
made pursuant hereto.


 


3.2         Investment
Intent. Speculative Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial
and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Investor
can bear the economic risk of the Investor’s investment and is able, without impairing the Investor’s financial condition,
to hold the Shares and to suffer a complete loss of the Investor’s investment.


 


3.3         Access
to Data. The Investor has had an opportunity to ask questions of, and receive answers from, the officers and agents of the
Company concerning the Agreements, the exhibits and schedules attached hereto and thereto and the transactions contemplated by
the Agreements, as well as the Company’s business, management and financial affairs, which questions were answered to its
satisfaction. The Investor believes that it has received all the information the Investor considers necessary or appropriate for
deciding whether to purchase the Shares. The Investor acknowledges that any business plans prepared by the Company have been, and
continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative
in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary
significantly from actual results. The Investor also acknowledges that it is relying solely on its own counsel and not on any statements
or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated
by the Agreements.


 



    	 



    	 



    

 


3.4         Residency.
The Investor is a non-U.S. person as defined under the Securities Act.


 


3.5         Rule 144.
The Investor acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities
Act which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may
include, among other things, the availability of certain current public information about the Company; the resale occurring not
less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold
during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction”,
a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are
defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder);
and the filing of a Form 144 notice, if applicable. The Investor understands that the current public information referred to above
is not now available and the Company has no present plans to make such information available. The Investor acknowledges and understands
that notwithstanding any obligation under the Rights Agreement, the Company may not be satisfying the current public information
requirement of Rule 144 at the time the Investor wishes to sell the Shares, and that, in such event, the Investor may be precluded
from selling such securities under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. The Investor
acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an
exemption from registration will be required for any disposition of the Shares. The Investor understands that, although Rule 144
is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities
received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers
who participate in the transactions do so at their own risk.


 


3.6         Authorization.


 


(a)         The Investor
has all requisite power and authority to execute and deliver the Agreements, to purchase the Shares hereunder and to carry out
and perform its obligations under the terms of the Agreements. All action on the part of the Investor necessary for the authorization,
execution, delivery and performance of the Agreements, and the performance of all of the Investor’s obligations under the
Agreements, has been taken or will be taken prior to the Closing.


 


(b)         The Agreements,
when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable
in accordance with their terms except: (i) to the extent that the indemnification provisions contained in the Rights Agreement
may be limited by applicable law and principles of public policy, (ii) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles
of equity.


 



    	 



    	 



    

 


(c)         No material
consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or
third person is required to be obtained by the Investor in connection with the execution and delivery of the Agreements by the
Investor or the performance of the Investor’s obligations hereunder or thereunder.


 


3.7         Brokers
or Finders. The Investor has not engaged any brokers, finders or agents, and neither the Company nor the Investor has, nor
will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’
fees or agents’ commissions or any similar charges in connection with the Agreements.


 


3.8         Legends.
The Investor understands and agrees that the certificates evidencing the Shares upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by the Rights Agreement
or under applicable state securities laws):


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


3.9         Investment
Representations, Warranties and Covenants by Non-United States Persons. The Investor hereby represents and warrants to the
Company as follows:


 


(a)         This Agreement
is made by the Company with the Investor, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations,
warranties and covenants made in this Section.


 


(b)         Such Non-U.S.
person has been advised and acknowledges that:


 


(i)         the Shares
have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United
States or the securities laws of any other country;


 



    	 



    	 



    

 


(ii)         in issuing
and selling the Shares to such Non-U.S. person pursuant hereto, the Company is relying upon the “safe harbor” provided
by Regulation S and/or on Section 4(2) under the Securities Act;


 


(iii)         it is
a condition to the availability of the Regulation S “safe harbor” that the Shares not be offered or sold in the United
States or to a U.S. person until the expiration of a six-month “distribution compliance period”, as defined in Regulation
S, following each Closing Date; and


 


(iv)         notwithstanding
the foregoing, prior to the expiration of the six-month “distribution compliance period”, as defined in Regulation
S) after the Closing (the “Restricted Period”), the Shares may be offered and sold by the holder thereof only
if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the
United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered
and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than
a U.S. person.


 


(c)         As used herein,
the term “United States” means the United States of America, its territories and possessions, any State of the
United States, and the District of Columbia, and the term “U.S. person” (as defined in Regulation S) means:


 


(i)         a natural
person resident in the United States;


 


(ii)        any partnership
or corporation organized or incorporated under the laws of the United States;


 


(iii)       any estate
of which any executor or administrator is a U.S. person;


 


(iv)       any trust
of which any trustee is a U.S. person;


 


(v) 
      any agency or branch of a foreign entity located in the United States;


 


(vi)       any nondiscretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;


 


(vii)      any discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if
an individual) resident in the United States; and


 


(viii)     a corporation
or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.


 



    	 



    	 



    

 


As used herein, the term
“Non-U.S. person” means any person who is not a U.S. person or is deemed not to be a U.S. person under Rule
902(k)(2) of the Securities Act.


 


(d)         Such Non-U.S.
person agrees that with respect to the Shares, until the expiration of the Restricted Period:


 


(i)         such Non-U.S.
person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the Shares,
or any beneficial interest therein in the United States or to or for the account of a U.S. person; and


 


(ii)        notwithstanding
the foregoing, the Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with
the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S.
person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement
or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities
Act; or (B) the offer and sale is outside the United States and to other than a U.S. person; and


 


(iii)       such Non-U.S.
person shall not engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.


 


The foregoing restrictions
are binding upon subsequent transferees of the Shares, except for transferees pursuant to an effective registration statement.
Such Non-U.S. person agrees that after the Restricted Period, the Shares may be offered or sold within the United States or to
or for the account of a U.S. person only pursuant to applicable securities laws.


 


(e)         Such Non-U.S.
person has not engaged, nor is it aware that any party has engaged, and such Non-U.S. person will not engage or cause any third
party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to
the Shares.


 


(f)         Such Non-U.S.
person: (i) is domiciled and has its principal place of business outside the United States; (ii) certifies it is not a U.S. person
and is not acquiring the Shares for the account or benefit of any U.S. person; and (iii) at the time of the Closing Date, the Non-U.S.
person or persons acting on Non-U.S. person’s behalf in connection therewith will be located outside the United States.


 


(g)         At the time
of offering to such Non-U.S. person and communication of such Non-U.S. person’s order to purchase the Shares and at the time
of such Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or persons acting on Non-U.S. person’s behalf
in connection therewith were located outside the United States.


 


(h)         Such Non-U.S.
person is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities
Act).


 



    	 



    	 



    

 


(i)         Such Non-U.S.
person acknowledges that the Company shall make a notation in its stock books regarding the restrictions on transfer set forth
in this Section and shall transfer such shares on the books of the Company only to the extent consistent therewith.


 


In particular, such Non-U.S.
person acknowledges that the Company shall refuse to register any transfer of the Shares not made in accordance with the provisions
of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.


 


(j)         Such Investor
understands and agrees that each certificate held by such Non-U.S. person representing the Shares, or any other securities issued
in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall
bear the following legend:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED
UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION
OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.


 


3.10         Representations
by Non-United States persons. The Investor hereby represents that the Investor is satisfied as to the full observance of the
laws of the Investor’s jurisdiction in connection with any invitation to subscribe for the Shares or any use of the Agreements,
including (i) the legal requirements within the Investor’s jurisdiction for the purchase of the Shares, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv)
the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer
of such securities. The Investor’s subscription and payment for, and the Investor’s continued beneficial ownership
of, the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.


 



    	 



    	 



    

 


Section
4


 


Conditions
to Investor’s Obligations to Close


 


The Investor’s obligation
to purchase the Shares at a Closing is at its sole discretion and if the Investor agrees to close on a Tranche as requested by
the Company, such Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived
in writing by the Investor:


 


4.1         Representations
and Warranties. The representations and warranties made by the Company in Section 2 shall be true and correct in all material
respects as of the date of such Closing.


 


4.2         Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing
shall have been performed or complied with in all material respects.


 


4.3         Blue Sky.
The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom,
required by any state for the offer and sale of the Shares.


 


4.4         Rights
Agreement. The Company and the Investor shall have executed and delivered the Rights Agreement.


 


4.5         Proceedings
and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement, and
all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Investor, and the Investor shall have been furnished with such instruments and documents as it shall have reasonably requested.


 


4.6         Consents
and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for the performance
by the Company of its obligations pursuant to the Agreements.


 


Section
5


 


Conditions
to Company’s Obligation to Close


 


The Company’s obligation
to sell and issue the Shares at each Closing is subject to the fulfillment on or before such Closing of the following conditions,
unless waived in writing by the Company:


 


5.1         Representations
and Warranties. The representations and warranties made by the Investor in Section 3 shall be true and correct in all material
respects when made and shall be true and correct as of the date of such Closing.


 


5.2         Covenants.
All covenants, agreements and conditions contained in the Agreements to be performed by Investors on or prior to the date of such
Closing shall have been performed or complied with in all material respects as of the date of such Closing.


 



    	 



    	 



    

 


5.3         Rights
Agreement. The Company and the Investor shall have executed and delivered the Rights Agreement.


 


5.4         Consents
and Waivers. The Company and the Investors shall have obtained any and all consents, permits and waivers necessary or appropriate
for consummation of the transactions contemplated by the Agreements.


 


5.5         Proceedings
and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement, and
all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Company, and the Company shall have been furnished with such instruments and documents as it shall have reasonably requested.


 


Section
6


 


Miscellaneous


 


6.1         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.


 


6.2         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 an 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 other
holder of any Shares, 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
of the Investor.


 



    	 



    	 



    

 


6.3         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.


 


6.4         Brokers
or Finders. The Company shall indemnify and hold harmless the Investor from any liability for any commission or compensation
in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses of defending against
such liability or asserted liability) for which the Investor or any of its constituent partners, members, officers, directors,
employees or representatives is responsible and the Investor agrees to indemnify and hold harmless the Company from any liability
for any commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs
and expenses of defending against such liability or asserted liability) for which the Company, any other Investor or any of their
constituent partners, members, officers, directors, employees or representatives is responsible to the extent such liability is
attributable to any inaccuracy or breach of the representations and warranties contained in Section 3.7.


 


6.5         Expenses.
The Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement.


 


6.6         Survival.
The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party
hereto and the closing of the transactions contemplated hereby for one year from the date hereof.


 


6.7         Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by the Investor without the prior written consent of the Company. Any attempt by the 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.


 


6.8         Entire
Agreement. This Agreement, including the exhibits attached hereto, and the Subscription Agreement, constitute the full and
entire understanding and agreement among the parties with regard to the subjects hereof and thereof. No party 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 or therein.


 


6.9         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.


 



    	 



    	 



    

 


6.10         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.[1]


 


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


 


6.12         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.


 


6.13         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 in the State of Nevada.


 


6.14         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.


 


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


 


6.16         Jury
Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT


 



    	 



    	 



    

 


6.17         Obligation
of Company. The Company agrees to use its reasonable efforts to enforce the terms of this Agreement, to inform the Investors
of any breach hereof (to the extent the Company has knowledge thereof) and to assist the Investors in the exercise of their rights
and the performance of their obligations hereunder.


 


(signature page follows)


 



    	 



    	 



    

 


IN WITNESS WHEREOF, this
Agreement is executed as of the date first written above.


 


	 	“COMPANY”
	 	 
	 	NORTHUMBERLAND RESOURCES INC.
	 	a Nevada corporation
	 	 
	 	By:	/s/ Fortunato Villamagna
	 	 	Name: Fortunato Villamagna
	 	 	Title: President
	 	 
	 	“INVESTOR”
	 	 
	 	THORFINN PARTNERS
	 	 
	 	/s/ Charles Patrick
	 	(Signature)
	 	 
	 	Charles Patrick, Manager
	 	(Name and title of signatory, if applicable)


 



    	 



    	 



    

 


EXHIBIT “A”


 


SHARE SUBSCRIPTION AGREEMENT
DATED MARCH 21, 2012


 


THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). 


 


NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


PRIVATE PLACEMENT SUBSCRIPTION


FOR NON U.S. SUBSCRIBERS


 


NORTHUMBERLAND RESOURCES,INC.


701 N. Green Valley Pkwy, #200-258


Henderson, NV


89074


 


PRIVATE PLACEMENT


 


INSTRUCTIONS TO SUBSCRIBER:


 


		1.	COMPLETE the information on page 2 of this Subscription Agreement.



 


		2.	DELIVERY a copy of page 2 of this Subscription Agreement to NORTHUMBERLAND RESOURCES, INC.



 



    	 



    	 



    

  


NORTHUMBERLAND RESOURCES, INC.


PRIVATE PLACEMENT


The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of US$0.60 per Share for Subscription Proceeds of US$500,000
for the following Shares:


 


	833,333
    Common Shares
	 


 


The Subscriber directs the Company to issue, register and deliver
the certificates representing the Shares as follows:


 


	REGISTRATION INSTRUCTIONS:	DELIVERY INSTRUCTIONS:
	 	 
	
        ThorFinn Partners

        Name to appear on certificate

         

        N/A

        Tax i.d./corporate i.d. #

         

        76 Dean Street

        P.O. Box 644

        Belize City

        Belize

        Address 


_________________________________

         
	
        ThorFinn Partners

        Name and account reference, if applicable

         

        Charles Patrick

        Contact name

        76 Dean Street

        P.O. Box 644

        Belize City

        Belize

        Address


_________________________________ 

        Telephone number

	EXECUTED by the Subscriber this 21st day ofMarch, 2012. By executing this Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address of the Subscriber”. The address of the Subscriber will be accepted by the Company as a representative as to the address of residency for the Subscriber.
	WITNESS:	EXECUTION BY SUBSCRIBER:
	
        /s/ KhaledIsmaik

        Signature of witness


 

        KhaledIsmaik

        Name of witness

         

        Burjuman Towers, 18th Floor

        PO Box 121828

        Dubai, United Arab Emirates, 43569

        Address of witness

         
	
        X ______________________________

        Signature of individual (if Subscriber is an individual)

         

        X /s/ Charles Patrick

        Authorized signatory (if Subscriber is not an individual)

         

        ThorFinn Partners

        Name of Subscriber (please print)

         

        Charles Patrick

        Name of authorized signatory (please print)

	
        ACCEPTED this 21st day of March 2012.

        NORTHUMBERLAND RESOURCES, INC.

        Per:


 

        /s/ FortunatoVillamagna

        Authorized signatory
	
        Burjuman Towers, 18th Floor

        PO Box 121828

        Dubai, U.A.E., 43569

        Address of Subscriber (residence)

        cpatrick@thorfinnpartners.com

        Telephone number and e-mail address


 



 


By signing this acceptance,
the Company and the Subscriber agree to be bound by all representations, warranties, covenants and agreements on pages 3-12
hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and
delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed
copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable
of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth.


 



    	- 2 -



    	 



    

  


THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). 


 


NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 


 


PRIVATE PLACEMENT SUBSCRIPTION


(Non U.S. Subscribers Only)


 


TO:NORTHUMBERLAND RESOURCES, INC.(the
“Company”)


 


1.                          Subscription




 


1.1                        The
undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of common
shares of the Company's common stock (the "Shares") as set out on page 2 of this Subscription Agreement at a price
of US$0.60 per Share (such subscription and agreement to purchase being the "Subscription"), for the total
subscription price as set out on page 2 of this Subscription Agreement (the "Subscription Proceeds"), which
Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and
conditions set forth herein.


 


1.2                        The Company
hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein,
to the Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by
the Company.This offering is not subject to any minimum or maximum offering.


 


1.3                        Unless otherwise
provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.


 


		2.	Payment



 


2.1                        The Subscription
Proceeds must accompany this Subscription Agreement.


 


2.2                        The Subscriber
acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection
herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted
by the Company for whatever reason within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to
the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement without interest or deduction. If the
Subscription Proceeds are delivered to the Company’s lawyers, they are hereby authorized to release such Subscription Proceeds
to the Company without further direction from the Subscriber.


 


2.3                        Where the Subscription
Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the Company.


 



    	- 3 -



    	 



    

  


2.4                       The Subscriber
must complete, sign and return to the Company an executed copy of this Subscription Agreement.


 


2.5                       The Subscriber
shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices
and undertakings as may be required by regulatory authorities, and applicable law.


 


		3.	Closing



 


3.1                        Closing
of the purchase and sale of the Shares shall occur such date as may be determined by the Company in its sole discretion
(the "Closing Date"). The Subscriber acknowledges that Shares may be issued to other subscribers under this
offering (the "Offering") before or after the Closing Date. The Company, may, at its discretion, elect to close the
Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber
hereunder) to complete delivery of the Shares to such subscriber(s) against payment therefore at any time on or prior to the
Closing Date.


 


		4.	Acknowledgements
                                                                                                                                                                                            of
                                                                                                                                                                                            Subscriber



 


4.1                        The Subscriber
acknowledges and agrees that:


 


		(a)	none of the Shares have been registered under the Securities Act of 1933, as amended (the "1933
Act"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered
only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not
be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement
under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
1933 Act, and in each case only in accordance with applicable state and provincial securities laws;



 


		(b)	the Company will refuse to register any transfer of
                                                                                                                                                   any of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement
                                                                                                                                                   under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration
                                                                                                                                                   requirements of the 1933 Act;



 


		(c)	the decision to execute this Subscription Agreement
                                                                                                                                                   and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to
                                                                                                                                                   fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of information
                                                                                                                                                   regarding the Company provided by the Company to the Subscriber (the "Company Information");



 


		(d)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to review the
Company Information and to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional
information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of
the information contained in the Company Information, or any other document provided to the Subscriber;



 


		(e)	the books and records of the Company were available upon reasonable notice for inspection, subject
to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business
and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber,
the Subscriber's attorney and/or advisor(s);



 


		(f)	by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance
of the purchase of the Shares pursuant to this Subscription Agreement;



 


		(g)	the Company is entitled to rely on the representations and warranties and the statements and answers
of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage
it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;



 



    	- 4 -



    	 



    

 


		(h)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective
directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating,
preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened)
arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein or in any other
document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach
or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;



 


		(i)	the issuance and sale of the Shares to the
                                                                                                                                                   Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not
                                                                                                                                                   in the best interests of the Company;



 


		(j)	the Subscriber has been advised to consult the
                                                                                                                                                   Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and
                                                                                                                                                   with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way
                                                                                                                                                   responsible) for compliance with:



 


		(i)	any applicable laws of the jurisdiction in which the Subscriber is resident in connection with
the distribution of the Shares here under, and



 


		(ii)	applicable resale restrictions;



 


		(k)	the Subscriber has not acquired the Shares as a
                                                                                                                                                   result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the
                                                                                                                                                   1933
                                                                                                                                                   Act) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of,
                                                                                                                                                   or
                                                                                                                                                   that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any
                                                                                                                                                   of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to
                                                                                                                                                   registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption
                                                                                                                                                   from such registration requirements and as otherwise provided herein;



 


		(l)	the Subscriber is outside the United States when
                                                                                                                                                   receiving and executing this Subscription Agreement and is acquiring the Shares as principal for its own account, for
                                                                                                                                                   investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in
                                                                                                                                                   part, and no other person has a direct or indirect beneficial interest in such Shares;



 


		(m)	none of the Shares may be offered or sold to a U.S. Person or for the account or benefit of a U.S.
Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance
of the Shares;



 


		(n)	the statutory and regulatory basis for the exemption claimed for the offer and sale of the Shares,
although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade
the registration provisions of the 1933 Act;



 


		(o)	none of the Shares are listed on any stock exchange
                                                                                                                                                   or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become
                                                                                                                                                   listed on any stock exchange or automated dealer quotation system;



 


		(p)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed
or passed on the merits of any of the Shares;



 



    	- 5 -



    	 



    

 


		(q)	no documents in connection with this Offering have been reviewed by the SEC or any state securities
administrators;



 


		(r)	there is no government or other insurance covering any of the Shares; and



 


		(s)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by
the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any
reason.



 


		5.	Representations,
                                                                                                                                                                                            Warranties
                                                                                                                                                                                            and
                                                                                                                                                                                            Covenants
                                                                                                                                                                                            of
                                                                                                                                                                                            the
                                                                                                                                                                                            Subscriber



 


5.1                        The Subscriber
hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive
the Closing Date) that:


 


		(a)	the Subscriber is not a U.S. Person (as defined herein);



 


		(b)	the Subscriber is not acquiring the Shares for the
                                                                                                                                                   account or benefit of, directly or indirectly, any U.S. Person (as defined herein);



 


		(c)	the Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;



 


		(d)	the Subscriber:



 


		(i)	is knowledgeable of, or has been independently advised as to, the applicable securities laws of
the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International
Jurisdiction”) which would apply to the acquisition of the Shares,



 


		(ii)	is purchasing the Shares pursuant to exemptions
                                                                                                                                                  from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is
                                                                                                                                                  permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International
                                                                                                                                                  Jurisdiction without the need to rely on any exemptions,



 


		(iii)	acknowledges that the applicable securities laws of the authorities in the International Jurisdiction
do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any
kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Shares, and



 


		(iv)	represents and warrants that the acquisition of the
                                                                                                                                                  Shares by the Subscriber does not trigger:



 


		A.	any obligation to prepare and file a prospectus or similar document, or any other report with respect
to such purchase in the International Jurisdiction, or



 


		B.	any continuous disclosure reporting obligation of the Company in the International Jurisdiction,
and
	 	 	 
	 	the Subscriber will, if requested
by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will
confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably; 



  


		(e)	the Subscriber is acquiring the Shares as
                                                                                                                                                   principal
                                                                                                                                                   for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part,
                                                                                                                                                   and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States
                                                                                                                                                   or
                                                                                                                                                   to U.S. Persons (as defined herein);



 



    	- 6 -



    	 



    

 


		(f)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement;



 


		(g)	the Subscriber understands and agrees not to engage
                                                                                                                                                   in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the
                                                                                                                                                   1933 Act and in each case only in accordance with applicable state securities laws;



 


		(h)	the Subscriber acknowledges that it has not
                                                                                                                                                   acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in
                                                                                                                                                   Regulation S under the 1933 Act) in the United States in respect of any of the Shares which would include any activities
                                                                                                                                                   undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the
                                                                                                                                                   United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of
                                                                                                                                                   any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities
                                                                                                                                                   laws or under an exemption from such registration requirements and as otherwise provided herein;



 


		(i)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription
Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and
validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders
and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;



 


		(j)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not
result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents
of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is
or may be bound;



 


		(k)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a
valid and binding agreement of the Subscriber enforceable against the Subscriber;



 


		(l)	the Subscriber has received and carefully read this Subscription Agreement;



 


		(m)	the Subscriber (i) has adequate net worth and means
                                                                                                                                                   of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this
                                                                                                                                                   investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and
                                                                                                                                                   can afford the complete loss of such investment;



 


		(n)	the Subscriber has the requisite knowledge and
                                                                                                                                                   experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the
                                                                                                                                                   Shares and the Company, and the Subscriber is providing evidence of knowledge and experience in these matters through the
                                                                                                                                                   information requested herein;



 


		(o)	the Subscriber understands and agrees that the Company and others will rely upon the truth and
accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Subscription Agreement,
and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the
Subscriber shall promptly notify the Company;



 


		(p)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks,
including the possible loss of the investment;



 


		(q)	the Subscriber is purchasing the Shares for its own
                                                                                                                                                   account for investment purposes only and not for the account of any other person and not for distribution, assignment or
                                                                                                                                                   resale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not
                                                                                                                                                   subdivided his interest in the Shares with any other person;



 



    	- 7 -



    	 



    

 


		(r)	the Subscriber is not an underwriter of, or dealer in, the shares of the Company's common stock,
nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;



 


		(s)	the Subscriber has made an independent examination
                                                                                                                                                   and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial
                                                                                                                                                   advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in
                                                                                                                                                   the Shares and the Company;



 


		(t)	if the Subscriber is acquiring the Shares as a
                                                                                                                                                   fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such
                                                                                                                                                   account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf
                                                                                                                                                   of such account;



 


		(u)	the Subscriber is not aware of any advertisement of
                                                                                                                                                   any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising
                                                                                                                                                   including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or
                                                                                                                                                   broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or
                                                                                                                                                   general advertising;



 


		(v)	no person has made to the Subscriber any written or oral representations:



 


		(i)	that any person will resell or repurchase any of the Shares,



 


		(ii)	that any person will refund the purchase price of any of the Shares,



 


		(iii)	as to the future price or value of any of the Shares, or



 


		(iv)	that any of the Shares will be listed and posted
                                                                                                                                                  for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any
                                                                                                                                                  of the Shares of the Company on any stock exchange or automated dealer quotation system; and



 


		(w)	the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription
for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement and such
other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as
a qualified investor.



 


5.2                        In this Subscription
Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933
Act and for the purpose of the Subscription Agreement includes any person in the United States.


 


		6.	Acknowledgement
                                                                                                                                                                                            and
                                                                                                                                                                                            Waiver



 


6.1                        The
Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for
damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.


 


		7.	Representations
                                                                                                                                                                                            and
                                                                                                                                                                                            Warranties
                                                                                                                                                                                            will
                                                                                                                                                                                            be
                                                                                                                                                                                            Relied
                                                                                                                                                                                            Upon
                                                                                                                                                                                            by
                                                                                                                                                                                            the
                                                                                                                                                                                            Company



 


7.1                        The
Subscriber acknowledges that the acknowledgements, representations and warranties contained herein are made by it with
the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility
to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf
it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees
that by accepting delivery of the certificates representing the Shares, it will be representing and warranting that
the acknowledgements representations and warranties contained herein are true and correct as of the date hereof and will
continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.


 



    	- 8 -



    	 



    

  


		8.	Resale
                                                                                                                                                                                            Restrictions



 


8.1                        The
Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities
legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have
been registered under the 1933 Act or the securities laws of any state of the United States. None of the Shares may be
offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are available.


 


		9.	Legending
                                                                                                                                                                                            and
                                                                                                                                                                                            Registration
                                                                                                                                                                                            of
                                                                                                                                                                                            Subject
                                                                                                                                                                                            SECURITIES



 


9.1                        The
Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in
substantially the following form:


 


THE SECURITIES REPRESENTED HEREBY HAVE
BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").


 


NONE OF THE SECURITIES REPRESENTED HEREBY
HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.


 


9.2                        The Subscriber
hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.


 


		10.	Collection
                                                                                                                                                                                             of
                                                                                                                                                                                             Personal
                                                                                                                                                                                             Information



 


10.1                      The Subscriber
acknowledges and consents to the fact that the Company is collecting the Subscriber's personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber's personal information (and, if applicable, the personal
information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges
or securities regulatory authorities, (b) the Company's registrar and transfer agent and (c) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this
Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's
personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder)
and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding
that the Subscriber may be purchasing Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide,
on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with
the foregoing.


 



    	- 9 -



    	 



    

  


		11.	Costs



 


11.1                      The Subscriber
acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.


 


		12.	Governing
                                                                                                                                                                                             Law



 


12.1                      This Subscription
Agreement is governed by the laws of the State of Nevada and the federal laws of the United States applicable thereto. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably
attorns to the exclusive jurisdiction of the Courts of the State of Nevada.


 


		13.	Survival



 


13.1                      This
Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares by the Subscriber pursuant hereto.


 


		14.	Assignment



 


14.1                      This Subscription
Agreement is not transferable or assignable.


 


		15.	Severability



 


15.1                      The invalidity
or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.


 


		16.	Entire
                                                                                                                                                                                             Agreement



 


16.1                      Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale
of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else.


 


		17.	Notices



 


17.1                      All notices
and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 and notices to the
Company shall be directed to it at the first page of this Subscription Agreement.


 


		18.	Counterparts
                                                                                                                                                                                             and
                                                                                                                                                                                             Electronic
                                                                                                                                                                                             Means



 


18.1                      This Subscription
Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original
and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution
and delivery of this Subscription Agreement as of the date hereinafter set forth.


 



    	- 10 -



    	 



    

 

EXHIBIT
“B”


 


INVESTOR RIGHTS AGREEMENT


 





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.


 



    	-2-



    	 



    

 


(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;


 



    	-3-



    	 



    

 


(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.


 



    	-4-



    	 



    

 


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.


 



    	-5-



    	 



    

 


(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)