Exhibit 10.40
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
Amendment No. 1 dated April 17, 2000 to the Subscription Agreement (the
"Subscription Agreement") dated as of the 23rd day of November, 1999 by and
between Urban Cool Network, Inc. (the "Company") and RMH Consulting Corp. (the
"Holder").
W I T N E S S E T H
WHEREAS, the parties hereto hereby agree that it would be in their mutual
best interest to amend the Subscription Agreement in the manner set forth
herein;
NOW, THEREFORE, in consideration of the above premises and the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree that the Subscription Agreement is amended as follows:
I. Modifications.
A. Section 4.2(a) of the Subscription Agreement is hereby
deleted in its entirety.
B. Section 4.2(b) of the Subscription Agreement is hereby
deleted in its entirety and amended to read as follows:
At any time during the five-year period commencing on the
earlier of (i) ten months after the consummation of an initial
public offering of the Company's securities or (ii) the waiver
or the relaxation of the restrictions imposed by The American
Stock Exchange of a lock-up agreement for a period of 12
months, the Consultant shall have the right (which right is in
addition to the registration rights under Section 4.1 hereof),
exercisable by written notice to the Company, to have the
Company prepare and file with the Securities and Exchange
Commission (the "Commission"), on one occasion, at the
Company's expense, a registration statement and such other
documents, including a prospectus, as may be necessary in the
opinion of both counsel for the Company and counsel for the
Underwriter, if any, and the Consultant, in order to comply
with the provisions of the Securities Act, so as to permit a
public offering and sale of its Common Stock for twenty-four
(24) consecutive months by the Consultant. Upon notice from
the Holder, the Company will use its best efforts to file a
registration statement at the earliest possible time which
shall, in any event, not be later than 30 days from the demand
therefor.
II. Confirmation. Except as expressly specified herein, all other
terms, conditions and provisions of the Subscription Agreement are hereby
confirmed and shall remain in full force and effect without modification.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
URBAN COOL NETWORK, INC.
By:
------------------------
Name:
Title:
RMH CONSULTING CORP.
By:
------------------------
Name:
Title:
