Exhibit 10.43
[LETTERHEAD OF JAGMEDIA]
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July 21, 2004
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Re: Equity Line Purchase Agreement by and between JAG Media Holdings, Inc.
and Cornell Capital Partners, LP dated as of April 9, 2002, as amended
(the "Equity Line Agreement")
Gentlemen:
This will confirm our understanding that the Equity Line Agreement is hereby
amended as follows:
1. The definition of "Principal Market" as set forth in "Article I - Certain
Definitions" is amended to read as follows:
"`Principal Market' means whichever of the Pink Sheets, OTC Bulletin Board,
NASDAQ SmallCap Market, NASDAQ National Market, American Stock Exchange or New
York Stock Exchange that is then the principal trading exchange, market or
quotation system for the Common Stock"
2. The first sentence of Section 2.2 (a) is amended to read as follows:
"Subject to the satisfaction of the conditions set forth in Section 6.1 of this
Agreement, the closing of the purchase by the Investor of the Put Shares
hereunder (a "Closing") shall occur on the 2nd Business Day following the end of
a Valuation Period for such Put (a "Closing Date")."
3. Subsection (y) of Section 2.2 (a) is amended to read as follows:
"(y) deliver (or cause to be delivered) the Put Shares to be issued and sold to
the Investor at such Closing, which delivery shall be made by 1:00 pm EST on the
Closing Date by (i) the issuance and delivery of a stock certificate in the name
of Investor representing the Put Shares to be issued and sold to the Investor at
such Closing or (ii) delivery to Investor's account, through the Depository
Trust Company DWAC system, per written instructions delivered by the Investor to
the Company at least three (3) Business Days preceding the Closing, the Put
Shares to be issued and sold to the Investor at such Closing."
4. Section 5.1 is hereby amended to read in its entirety as follows:
"Section 5.1 Listing of Common Stock. The Common Stock is traded through the
Pink Sheets or on the OTC Bulletin Board. The Company does not currently intend
to list the Common Stock on another Principal Market. The Company agrees that if
the Company applies to have the Common Stock traded on any other Principal
Market, it will include in such application the issued and issuable Securities."
All defined terms used in this letter which are not otherwise defined shall have
the meaning ascribed to them in the Equity Line Agreement. Except for the
foregoing changes, the Equity Line Agreement remains unchanged and in full force
and effect.
If the forgoing accurately reflects our agreement please sign below where
indicated and return to us a fully executed copy of this letter agreement.
Very truly yours,
JAG MEDIA HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President & Chief Operating Officer
AGREED AND ACCEPTED
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors
Its: General Partner
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President & Portfolio Manager
