WAIVER AND MODIFICATION AGREEMENT
Exhibit
10.4
WAIVER
AND MODIFICATION AGREEMENT
Hague
Corp. February
5, 2009
0000 X.
Xxxxx Xxxxxxx
Xxxxx, XX
00000
Re: Registration
Rights Agreement dated as of November 4, 2008
Gentlemen:
Each of the undersigned has entered
into a Registration Rights Agreement dated as of November 4, 2008, by and
between Hague Corp. and the several parties identified below. The Registration
Rights Agreement was entered into in connection with a Securities Purchase
Agreement dated as of the same date between Hague Corp. (the “Company”) and each
purchaser, as well as other transactional documents, including, without
limitation, Debentures, a Security Agreement, an Escrow Agreement and a
Subsidiary Guarantee, as well as certain exhibits and schedules thereto, and
related documents and agreements executed in connection with the transactions
contemplated thereunder (collectively the “Transaction
Documents”). Further, Section 8 of the Debentures provides for an
event of default under subparagraphs ix and x in the event certain registration
rights have not been fulfilled by the Company within the time parameters
specified therein.
By
signing below, each of the undersigned purchasers agrees to a 180-day extension
under the Registration Rights Agreement and under Section 8 of the Debentures
and any related provisions contained in the other Transaction Documents. This
180-day extension shall apply to all time periods specified in the Transaction
Documents that relate to these registration rights, as they pertain to obtaining
an effective Registration Statement for the Company’s Initial Registration
Statement. The parties agree that this Waiver and Modification shall not affect
the validity and the other terms and conditions of the Transaction Documents,
other than as described above.
Name of Purchaser: MKM Opportunity Master
Fund, Ltd.
Signature
of Purchaser: /s/ Xxxxx
Xxxxxxxx
Name and
Title of authorized Signatory: Xxxxx Xxxxxxxx, Portfolio Manager
Name of
Purchaser: MKM SP1, LLC
Signature
of Purchaser: /s/ Xxxxx
Xxxxxxxx
Name and
Title of authorized Signatory: Xxxxx Xxxxxxxx, Portfolio Manager
Name of Purchaser: Xxxxxx
Xxxxxx Irrevocable Trust u/t/a Dated 06/17/65
Signature
of Purchaser: /s/ Xxxxxx
Xxxxxx
Name and
Title of authorized Signatory: Xxxxxx Xxxxxx, Trustee
AGREED TO
AND ACCEPTED BY:
By: /s/ Xxxxxx
XxXxxxxx
Xxxxxx
XxXxxxxx, authorized on behalf of the Company
