AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit
10.2
AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
This
Amendment to Registration Rights Agreement (this “Amendment”)
is
dated as of June 22, 2007, among Who’s Your Daddy, Inc., a
Nevada
corporation (the “Company”),
and
each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser”
and
collectively the “Purchasers”).
WHEREAS,
the Company and the Purchasers entered into that certain Registration Rights
Agreement (the “Agreement”)
dated
May 7, 2007 pursuant to which the Company agreed to prepare and file with the
Securities and Exchange Commission (“SEC”)
a
registration statement covering the resale of the Registrable Securities, as
defined therein, by no later than the 45th calendar day following the date
of
the Securities Purchase Agreement (the “Purchase Agreement”) executed by the
Company and the Purchasers concurrently with the Agreement.
WHEREAS,
pursuant to the terms of this Amendment, the Company and the Purchasers desire
to amend the Agreement to extend the time within which the Company shall be
obligated to prepare and file the registration statement described above.
IN
CONSIDERATION of the mutual covenants contained herein and in the Agreement,
and
for other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the Company and each Purchaser agrees as
follows:
1. Definition
of “Filing Date”.
The
definition of “Filing Date” under Section 1 of the Agreement is hereby deleted
in its entirety and replaced as follows (and all other portions of Section
1
shall remain unaffected by this Amendment):
“Filing
Date” means, with respect to the Registration Statement required to be filed
hereunder, the 55th calendar day following the date of the Purchase
Agreement.
2. Ratification
and Confirmation of Agreement.
The
Company hereby adopts, ratifies and confirms the Agreement, as amended hereby,
and acknowledges and agrees that the Agreement, as amended hereby, is and
remains in full force and effect. The execution, delivery and effectiveness
of
this Amendment shall not operate as a waiver of any right, power or remedy
of
any Purchaser under the Agreement nor constitute an amendment or waiver of
any
other provision of the Agreement. All references to the Agreement in any other
document, instrument, agreement or writing shall hereafter be deemed to refer
to
the Agreement as modified by this Amendment.
3. Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by the laws of the State of California,
without giving effect to any choice of law or conflict of law provision or
rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.
4. Entire
Agreement.
The
Agreement, as amended by this Amendment, supersedes all other prior oral or
written agreements between each Purchaser, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed
herein.
5. Counterparts.
This
Amendment may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to each other party;
provided, that a facsimile signature shall be considered due execution and
shall
be binding upon the signatory thereto with the same force and effect as if
the
signature were an original, not a facsimile signature.
6. Successors.
This
Amendment shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Registration
Rights Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
The
Company:
|
WHO’S
YOUR DADDY, INC.
|
|
By:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Chief Executive Officer
|
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The
Purchasers:
AROUND
THE CLOCK PARTNERS, LP
By:
Around
the Clock Trading and Capital Management, LLC,
General
Partner
By:
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, Managing
Member
COHIBA
PARTNERS INC.
/s/
Xxxxx Xxx
Xxxxxx
Xxx, President
AROUND
THE CLOCK TRADING AND CAPITAL MANAGEMENT, LLC
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, Managing Member
STRONG
PARTNERS CORPORATION
/s/
Xxxxxxx XxXxxxx
Xxxxxxx
XxXxxxx, Chief Executive Officer
TURID
HOLDINGS
/s/
Xxxxx Xxxx
Xxxxx
Xxxx, Managing Director
XXXXX
XXXXXXX and XXX XXXXXXX, as joint tenants in common
| /s/ Xxxxx Xxxxxxx |
/s/
Xxx Xxxxxxx
|
| Xxxxx Xxxxxxx |
Xxx
Xxxxxxx
|
2
