SHEARSON FINANCIAL NETWORK, INC. Las Vegas, Nevada 89120
EXHIBIT
10.32
SHEARSON
FINANCIAL NETWORK, INC.
0000
X.
Xxxxxxxx Xx. Xxxxx 0
Xxx
Xxxxx, Xxxxxx 00000
July
19,
2006
AJW
Partners, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
New
Millennium Capital Partners II, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
Re: Shearson
Financial Networks, Inc.
Ladies
and Gentlemen:
Reference
is made to the Securities
Purchase Agreement (the “Securities Purchase Agreement”) dated as of
June 30, 2006 by and among Shearson Financial Network, Inc. (the “Company”) and
each of AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC,
and
New Millennium Capital Partners II, LLC (collectively, the “Subscribers”) and
the Registration Rights Agreement between the Company and the Subscribers,
dated
June 30, 2006, which was entered into pursuant to the Purchase Agreement
(the
“Registration Rights Agreement”).
1. The
Registration Rights Agreement is hereby amended to delete the definition
of
“Registrable Securities” in Section 1 a. (iii) of the Registration Rights
Agreement and insert in such Section 1 a. (iii) of the Registration Rights
Agreement the following definition:
(iii)
“Registrable Securities” means the shares issuable upon conversion pursuant to
the Notes and Additional Notes (as defined in the Securities Purchase
Agreement).
2. All
other provisions of the Registration Rights Agreement shall remain in full
force
and effect.
The
parties shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments
and
documents, as the other parties hereto may reasonably request in order to
carry
out the intent and accomplish the purposes of this letter
agreement.
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Very
truly yours,
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SHEARSON
FINANCIAL NETWORK, INC
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By:
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Xxxxxxx
X. Xxxxxx
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Chief
Executive Officer
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ACCEPTED
AND AGREED:
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AJW
PARTNERS, LLC
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By: SMS
GROUP, LLC
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Xxxxx
X. Xxxxxxxx, Manager
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NEW
MILLENNIUM CAPITAL PARTNERS II, LLC
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By:
FIRST STREET MANAGER II, LLC,
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Xxxxx
X. Xxxxxxxx, Manager
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AJW
OFFSHORE, LTD.
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By:
FIRST STREET MANAGER II, LLC
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/s/
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Xxxxx
X. Xxxxxxxx, Manager
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AJW
QUALIFIED PARTNERS, LLC
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By:
AJW MANAGER, LLC
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/s/
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Xxxxx
X. Xxxxxxxx, Manager
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