AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement (this
"Amendment"), dated as of May 15, 2006, is entered into by and between
DATALOGIC INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose
of amending the terms of the Registration Rights Agreement, dated January 20,
2006, by and between the Company and Laurus (as amended, modified or
supplemented from time to time, the "Registration Rights Agreement").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Registration Rights Agreement.
WHEREAS, the Company and Laurus have agreed to make certain changes to
the Registration Rights as set forth herein; and
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 1 of the Registration Rights Agreement is hereby amended by
changing the definition of "Filing Date" therein in its entirety as follows:
"Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, a date no later than June 15, 2006."
2. Section 1 of the Registration Rights Agreement is hereby amended by
changing the definition of "Effectiveness Date" therein in its entirety as
follows:
"Effectiveness Date" means August 15, 2006."
3. Laurus hereby waives its rights under Section 7(b) of the
Registration Rights Agreement and consents to the inclusion in the
Registration Statement of: (a) all securities of the Company issued or
issuable pursuant to the Securities Purchase Agreement, dated May 16, 2006,
among the Company and the purchasers named therein and (b) all securities of
the Company issued or issuable pursuant the Asset Purchase Agreement, dated
September 15, 2005, between CBSi Holdings, Inc. and IPN Communications, Inc.
4. This Amendment shall be effective as of the date hereof following
the execution and delivery of same by each of the Company and Laurus.
5. Except as specifically set forth in this Amendment, there are no
other amendments to the Registration Rights Agreement, and all of the other
forms, terms and provisions of the Registration Rights Agreement remain in
full force and effect.
6. The Company understands that the Company has an affirmative
obligation to make prompt public disclosure of material agreements and
material amendments to such agreements. It is the Company's determination that
neither this Amendment nor the terms and provisions of this Amendment,
(collectively, the "Information") are material. The Company has had an
opportunity to consult with counsel concerning this determination.
7. The Company hereby represents and warrants to Laurus that as of the
date hereof all representations, warranties and covenants made by Company in
connection with the Registration Rights Agreement, the Securities Purchase
Agreement (and the Note and Option referred to therein) are true, correct and
complete and all of Company's and its Subsidiaries' covenant requirements have
been met.
8. This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This
Amendment may be executed in any number of counterparts, each of which shall
be an original, but all of which shall constitute one instrument.
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IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment to the Registration Rights Agreement to be signed in its name
effective as of this 15th day of May, 2006.
DATALOGIC INTERNATIONAL, INC.
/s/ Xxxxx Xxxxx
By:________________________________
Name: Xxxxx Xxxxx
Title: CEO
LAURUS MASTER FUND, LTD.
/s/ Xxxxx Grin
By:______________________________
Name: Xxxxx Grin
Title: Director
