EXHIBIT 10.6
AMENDMENT NO. 1
INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 is entered into as of the 19/th/ day of July 1999 and
amends that certain Investor Rights Agreement (the "Agreement") entered into as
of March 23, 1999, by and among GoodNoise Corporation, a Florida corporation
(the "Company") and the purchasers of the Company's Series B Preferred Stock of
the Company (the "Purchasers").
RECITAL
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Pursuant to the terms of the Agreement, the Agreement can be amended with
the consent of the Company and the holders of at least 67% of the Registrable
Securities (as defined in the Agreement). Due to the proposed filing by the
Company of a registration statement relating to a follow-on offering (the
"Follow-on Registration Statement), it is proposed to delay the filing of the
Registration Statement (as defined in the Agreement) until all issues with the
Securities and Exchange Commission are resolved regarding the Follow-on
Registration Statement.
The parties agree as follows:
1. The first sentence of Section 1.2 of the Agreement is hereby amended
and restated as follows:
Not later than the earlier of (i) ten days following the date in which the
Company has resolved final comments with the SEC with respect to the Follow
On Offering Registration Statement or (ii) September 30, 1999, the Company
shall file a registration statement with respect to the Registrable
Securities (such registration statement and any successor or substitute
registration statement being referred to in this Section 1.2 as the
"Registration Statement").
2. Except as provided herein, the terms of the Agreement remain in full
force and effect.
1
The foregoing agreement is hereby executed as of the date first above
written.
"COMPANY"
GOODNOISE CORPORATION
By: ________________________________________
Xxxx Xxxxxxx, Xx.,
President and Chief Executive Officer
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COUNTERPART SIGNATURE PAGE TO
GOODNOISE CORPORATION AMEMDMENT NO. 1 TO RIGHTS AGREEMENT
"Purchaser"
If you are an individual, print your name and
sign below.
______________________________________________
Name (Please Print)
______________________________________________
Signature
If you are signing on behalf of an entity,
please print the name of the entity and sign
below, indicating your title.
______________________________________________
Name (Please Print)
______________________________________________
Signature
______________________________________________
Title
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