AMENDMENT NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT
Exhibit
10.30
AMENDMENT
NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT
This
AMENDMENT NO. 1 AND WAIVER TO REGISTRATION RIGHTS AGREEMENT, dated as of
January
27, 2006 (this “Amendment
No. 1”),
by
and between IMPART MEDIA GROUP, INC. a Nevada corporation (the "Company"),
and
LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus").
Reference
is made to that certain Registration Rights Agreement, dated as of January
27,
2006, by and between the Company and Laurus (as amended, modified or
supplemented from time to time, the “Registration Rights Agreement”) pursuant to
which, among other things, the Company agreed to undertake the registration
with
the Securities and Exchange Commission of shares issuable pursuant to a warrant
to purchase up to 750,000 shares of the Company’s common stock (as amended,
modified or supplemented from time to time, the “Initial
Warrant”).
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Registration Rights Agreement; and
WHEREAS,
the Company and Laurus have agreed to make certain changes to the Registration
Rights Agreement and, in connection therewith, the Company has agreed to
issue
to Laurus 30,000 shares of the Common Stock of the Company (the “New
Shares”);
NOW,
THEREFORE, in consideration of the above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1. The
definitions of “Effectiveness Date” and “Filing Date” contained in Section 1 of
the Registration Rights Agreement are hereby deleted in their entirety and
the
following definitions are hereby inserted in lieu thereof:
“Effectiveness
Date”
means,
(i) with respect to the Registration Statement required to be filed in
connection with the Warrants issued on the date hereof, a date no later than
November 13, 2006; and (ii) with respect to each additional Registration
Statement required to be filed hereunder (if any), a date no later than thirty
(30) days following the applicable Filing Date.
"Filing
Date"
means,
with respect to (1) the Registration Statement required to be filed in
connection with the shares of Common Stock issuable to the Holder upon exercise
of a Warrant, July 15, 2006, and (2) the Registration Statement required
to be
filed in connection with the shares of Common Stock issuable to the Holder
as a
result of adjustments to the Exercise Price made pursuant to Section 4 of
the
Warrant or otherwise, thirty (30) days after the occurrence of such event
or the
date of the adjustment of the Exercise Price.
2. The
Purchaser hereby agrees to waive all defaults that have occurred or may have
occurred directly as a result of the Company’s failure to file the Registration
Statement within the time period required by the Registration Rights Agreement
prior to giving effect to this Amendment No. 1.
3. In
consideration for the covenants and agreements herein, the Company hereby
agrees
to issue the New Shares to Laurus on the date hereof.
4. This
Amendment No. 1 shall be effective as of the date hereof following (i) the
execution of same by each of the Company and the Laurus and (ii) the issuance
by
the Company to Laurus of the New Shares.
5. There
are
no other amendments to the Registration Rights Agreement, and all of the
other
forms, terms and provisions of the Registration Rights Agreement remain in
full
force and effect.
6. Except
as
set forth on Schedule
A
hereto,
the Company hereby represents and warrants to Laurus that as of the date
hereof
all representation, warranties and covenants made by Company in the Registration
Rights Agreement are true correct and complete and all of Company’s covenants
requirements contained therein have been met.
7. This
Amendment No. 1 shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforce-able by each of the parties hereto and its successors and permitted
assigns. THIS
AMENDMENT NO. 1 SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.
This
Amendment No. 1 may be executed in any number of counterparts, each of which
shall be an original, but all of which shall constitute one instrument.
IN
WITNESS WHEREOF,
each of
the Company and Laurus has caused this Amendment No. 1 to Registration Rights
Agreement signed in its name effective as of this 12th
day of
June 2006.
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IMPART
MEDIA GROUP, INC.
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By:
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/s/Xxxxxx
Xxxxxxxx
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Name:
Xxxxxx Xxxxxxxx
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Title:
Chief Executive Officer
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LAURUS
MASTER FUND, LTD.
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By:
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/s/Xxxxx
Grin
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Name:
Xxxxx Grin
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Title:
Managing Director
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SCHEDULE
A
The
parties hereto agree and acknowledge that:
1. The
Company
has not completed the preparation of its financial statements
for the quarter ended March 31, 2006 or filed in a timely manner its
Quarterly Report on Form 10-Q or Form 10-QSB for that quarter.
2. As
a result
of the Company's failure to file its Quarterly Report
for the quarter ended March 31, 2006, the Company's stock trading symbol
has been modified to add an "e" to indicate such failure. While the Company
has not received a notice of delisting from the OTCBB, so long as the
Company fails to file such Quarterly Report, there is a possibility that
the
Company's common stock may be so delisted.
