EXHIBIT 4.2
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned hereby agree as follows:
1. Section 2(a) of the Registration Rights Agreement dated as of June 9,
1997 (the "Registration Rights Agreement") by and among Alpha-Beta Technology,
Inc. (the "Company") and Xxxxxx X. Xxxxxxxxxxxxxx ("Xx. Xxxxxxxxxxxxxx") shall
be amended and restated as follows:
(a) Initial Shelf Registration. On or about December 23, 1997, the
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Company shall prepare and file with the Commission a Registration
Statement covering all of the Registerable Securities issued to the Holders
pursuant to Section 1.6(a) of the Merger Agreement. The Company shall use
its reasonable best efforts to have such Shelf Registration Statement
declared effective as soon as possible following the filing of such
Registration Statement with the Commission and to keep such Registration
Statement effective for the later to occur of (x) the end of the Effective
Period and (y) May 1, 1998. If the Effective Period for such Registration
Statement does not begin on or before February 16, 1998, the Company shall
pay to the Stockholders (as defined in the Merger Agreement) an aggregate
of $2500 per week for each 7-day period which elapses after February 16,
1998 until the day the Registration Statement is declared effective by the
Commission; provided however that in no event will such aggregate payment
exceed $50,000. The making of such payment shall not relieve the Company
of any other of the Company's obligations hereunder or relieve the Company
of any claims that the Stockholders may have against the Company as a
result of the breach hereof; provided, however, that any damages resulting
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from any such claims shall be reduced by the amount of such payments by the
Company.
2. The Company hereby agrees to indemnify Xx. Xxxxxxxxxxxxxx against any
and all loses, claims, damages, actions, costs and expenses (including, without
limitation, reasonable attorneys fees) arising out of or based upon any action
brought by any other Holder (as defined in the Registration Rights Agreement)
for losses resulting from Xx. Xxxxxxxxxxxxxx'x execution and delivery of this
Amendment.
3. Except as specifically set forth in this Amendment, all other
provisions of the Registration Rights Agreement shall remain in full force and
effect and are unchanged by this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
December 23, 1997.
ALPHA-BETA TECHNOLOGY, INC.
By: /s/ Spiros Jamas
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Name: Spiros Jamas
Title: Chief Executive Officer and
President
PRINCIPAL STOCKHOLDER
/s/ Xxxxxx X. Xxxxxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxxxxx
