AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement, dated as of March 30, 2012 (this “Amendment”), amends that certain Registration Rights Agreement, dated as of December 30, 2011 (the “Agreement”), by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages to the Agreement. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.
RECITALS
WHEREAS, the Board of Directors of the Company has determined to issue to Xxxx Xxxxxx (“Xxxxxx”) a Convertible Subordinated Note dated the date hereof in the original principal amount of $188,959 (the “Xxxxxx Note”), which Xxxxxx Note has substantially the same terms as the Convertible Notes and is convertible into an aggregate of 472,398 shares (subject to adjustment as set forth in the Xxxxxx Note) of Common Stock, and to grant to Xxxxxx registration rights with respect to the shares of Common Stock underlying the Xxxxxx Note.
WHEREAS, pursuant to Section 18 of the Agreement, the Agreement may be amended by written agreement of the Company and Holders holding in the aggregate at least 66 2/3% of the then-outstanding Registrable Securities.
WHEREAS, the Holders signatory hereto hold in excess of 66 2/3% of the Registrable Securities currently outstanding and desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants, agreements, representations and warranties set forth in the Agreement and this Amendment, and for other good and valuable consideration, the parties agree as follows:
1. The Agreement is hereby amended such that the Xxxxxx Note shall be considered a “Convertible Note” in the original principal amount of $188,959, the shares of Common Stock underlying the Xxxxxx Note shall be considered “Shares”, and Xxxxxx shall be considered an “Investor” in his capacity as the holder of the Xxxxxx Note, as such terms are defined under the Agreement.
2. Except as expressly amended hereby, the Agreement shall remain unchanged and in full force and effect.
3. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
4. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
[Signature page follows]
[SIGNATURE PAGE TO
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first above written.
| EQM Technologies & Energy, Inc. | ||
| By: |
/s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Chief Financial Officer | |
| Address: | 0000 Xxxxxxxx Xxxxxxxxx | |
| Xxxxxxxxxx, Xxxx 00000 | ||
| Attention: Xxxxxx X. Xxxxxx | ||
| Facsimile: (000) 000-0000 |
| ARGENTUM CAPITAL PARTNERS II, L.P., | ||
| By: Argentum Partners II, LLC, its General Partner | ||
| By: Argentum Investments, LLC, its Managing Member | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxxxx | |
| Title: | Managing Member | |
| Original Principal Amount (U.S. Dollars) of Convertible Note: $1,015,556.00 | ||
| Address: | 00 Xxxxxxx Xxxxxx, Xxxxx 000 | |
| Xxx Xxxx, XX 00000 | ||
| Attention: Xxxxxx X. Xxxxxxxxxxx | ||
| Facsimile: (000) 000-0000 |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
| /s/ Xxxxxx X. Xxxxxxxxxxx | |
| XXXXXX X. XXXXXXXXXXX | |
| Original Principal Amount (U.S. Dollars) of Convertible Note: $101,556.00 |
| Address: | 00 Xxxxxxxxx Xxxxxxx | |
| Xxxxxxxx, XX 00000 | ||
| Facsimile: (000) 000-0000 |
| /s/ Xxxxx X. Xxxxxx | |
| XXXXX X. XXXXXX | |
| Original Principal Amount (U.S. Dollars) of Convertible Note: $60,933.00 |
| Address: | 0000 Xxxx Xxx Xxx | |
| Xxxx Xxxxxxx, XX 00000 | ||
| Facsimile: (000) 000-0000 |
|
/s/ Xxxx X. Xxxxxx | |
| XXXX X. XXXXXX | |
| Original Principal Amount (U.S. Dollars) of Convertible Note: $376,944.00 | |
| Original Principal Amount (U.S. Dollars) of Xxxxxx Note: $188,959.00 |
| Address: | 0000 Xxxxxxxxxxx Xxxxx | |
| Xxxxxxxxxx, XX 00000 | ||
| Facsimile: (000) 000-0000 |
| /s/ Xxxxxx X. Xxxxxxx | |
| XXXXXX X. XXXXXXX | |
| Original Principal Amount (U.S. Dollars) of Convertible Note: $101,556.00 |
| Address: | 0000 Xxxxx Xxxxx | |
| Xxxxxxxxxx, XX 00000-0000 | ||
| Facsimile: (000) 000-0000 |
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
