AMENDMENT TO INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and
entered into as of this 31st day of August, 2001, by and between
XXXXXXXXXX.XXX INC., a Delaware corporation (the "Company") and PLANET
ZANETT CORPORATE INCUBATOR, INC., a Delaware Corporation (the "Investor").
RECITALS
A The Company and the Investor are parties to an Investor Rights Agreement
Dated as of January 26, 2001 (the "Investor Rights Agreement").
B. As of the date hereof, the Investor has agreed to purchase from the
Company, and the Company has agreed to sell to the Investor, Three Thousand
Three Hundred Twenty Two (3,322) shares of the Company's Series A
Convertible Preferred Stock, on the terms and conditions set forth in that
certain Stock Purchase Agreement, of even date herewith, by and between the
Company, the Investor, XXXX I, LLC, Xx. Xxxxx Xxxxxxxxxxx, and Xx. Xxxx
Xxxxxx (the "Purchase Agreement").
C. The Company and the Investor have agreed to amend the Investor Rights
Agreement as follows:
1. Section 5.1(a) of the Investor Rights Agreement is hereby amended in its
entirety to read as follows:
"So long as the Investor or its assignee holds shares of Common Stock, the
Company will use commercially reasonable efforts to cause promptly the
election to its Board of Directors and maintenance in office three (3)
persons designated by the Investor (collectively, the "Investor
Directors"). The Company shall cause the Board of Directors to meet at
least once every fiscal quarter."
2. All references to the "Investor Director" contained in the Investor
Rights Agreement are hereby changed to the "Investor Directors".
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Investor Rights Agreement as of the date and year first above written.
THE COMPANY: THE INVESTOR:
XXXXXXXXXX.XXX INC., PLANET ZANETT CORPORATE INCUBATOR, INC.
A Delaware corporation a Delaware corporation
By:/s/ Xxxxx Xxxxxxxxxxx By: /s/ Xxxxx XxXxxxxx
Xxxxx Xxxxxxxxxxx Xxxxx XxXxxxxx
President & CEO Chief Executive Officer
