AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this"Amendment")
is entered into as of March 15, 2001, by and among Essex Corporation, a Virginia
corporation (the "Company"), and the individuals and entities listed on Exhibit
A attached hereto (the "Purchasers").
WHEREAS, the Company and the Purchasers entered into a Registration
Rights Agreement, dated as of September 7, 2000 (the "RRA"), as amended by
Amendment to Registration Statement dated as of December 4, 2000.
WHEREAS, as of the date hereof the Purchasers and the Company entered
into a Securities Purchase Agreement pursuant to which the Purchasers agreed to
purchase an aggregate of 500,000 shares of the Company's Common Stock in four
installments beginning March 30, 2001 (the "Shares");
WHEREAS, the parties desire that the Shares be subject to the RRA and
have the rights afforded to "Registrable Securities" as defined in the RRA;
WHEREAS, in accordance with Section 4(f) of the RRA, the Company and
Purchasers desire to amend the RRA as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. DEFINITIONS. The following additional definition is hereby
included in Section 1 of the RRA:
"Additional Shares" means (i) the 160,000 shares of Common Stock
subject to a Securities Purchase Agreement, dated as of December 4, 2000, by and
among the Purchasers and the Company and (ii) the up to 500,000 shares of Common
Stock subject to a Securities Purchase Agreement, dated as of March 15, 2001, by
and among the Purchasers and the Company.
SECTION 2. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
SECTION 3. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Virginia and for all purposes shall
be governed by and construed in accordance with the laws of such state (without
reference to the conflicts of law provisions thereof).
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SECTION 4. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
SECTION 5. EFFECT OF AMENDMENT. Except as expressly modified herein,
the RRA shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
COMPANY:
ESSEX CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:President & CEO
PURCHASERS:
GEF Optical Investment Company, LLC
By: /s/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
NETWORKING VENTURES, L.L.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Member
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