AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
TO
AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”),
dated
as of August ____, 2006, by and among EMTA Holdings, Inc., a Nevada corporation,
with headquarters located at 0000 Xxxx Xxxxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx,
00000 (the “Company”),
and
each of the purchasers set forth on the signature pages hereto (the
“Initial
Investors”).
WHEREAS:
A. The
Company and the Buyers previously entered into a Registration Rights Agreement
dated April 28, 2006 (the “Agreement”)
providing for the registration by the Company of shares issuable to the Buyers
upon (i) the conversion of the Notes in the aggregate principal amount of
Three Million Dollars ($3,000,000) and (ii) the exercise of Warrants
to purchase an aggregate of 7,000,000 shares of Common Stock; and
B. The
Company and the Buyers wish to amend the Agreement to permit the inclusion
into
the Registration Statement of shares held by certain current shareholders of
the
Company as herein set forth.
NOW,
THEREFORE,
the
Company and each of the Buyers hereby agree as follows (capitalized terms not
otherwise defined herein shall have the meaning ascribed thereto in the
Agreement):
1. Section
1(v) of the Agreement is hereby amended to read as follows:
“(v) “Registrable
Securities”
means
the Conversion Shares issued or issuable upon conversion or otherwise pursuant
to the Notes and Additional Notes (as defined in the Securities Purchase
Agreement) including, without limitation, Damages Shares (as defined in the
Notes) issued or issuable pursuant to the Notes, shares of Common Stock issued
or issuable in payment of the Standard Liquidated Damages Amount (as defined
in
the Securities Purchase Agreement), shares issued or issuable in respect of
interest or in redemption of the Notes in accordance with the terms thereof),
the JS Shares, up to 1,800,000 shares of Common Stock held by up to 40 current
shareholders of the Company (”Other
Permitted Shares”),
and
any shares of capital stock issued or issuable as a dividend on or in exchange
for or otherwise with respect to any of the foregoing.”
2. The
first
sentence of Section 2(a) of the Agreement is hereby amended to read as
follows:
“a. Mandatory
Registration.
The
Company shall prepare, and, on or prior to thirty (30) days from the date of
Closing (as defined in the Securities Purchase Agreement) (the “Filing
Date”),
file
with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then
available, on such form of Registration Statement as is then available to effect
a registration of the Registrable Securities, subject to the consent of the
Initial Investors, which consent will not be unreasonably withheld) covering
the
resale of the Registrable Securities underlying the Notes, Warrants issued
or
issuable pursuant to the Securities Purchase Agreement and the JS Warrant and
the Other Permitted Shares, which Registration Statement, to the extent
allowable under the 1933 Act and the rules and regulations promulgated
thereunder (including Rule 416), shall state that such Registration Statement
also covers such indeterminate number of additional shares of Common Stock
as
may become issuable upon conversion of or otherwise pursuant to the Notes and
exercise of the Warrants to prevent dilution resulting from stock splits, stock
dividends or similar transactions.”
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3. As
a
result of the Company’s failure to have the Registration Statement filed by the
Filing Date, the Company hereby issues to the Buyers seven-year warrants to
purchase an aggregate of 5,000,000 shares of Common Stock at $2.50 per share.
The warrants to be issued shall be identical to the Warrants, as amended herein,
except for the expiration date. Upon issuance of these warrants, the Company
shall be deemed to be no longer in default in its obligations to have the
Registration Statement filed by the Filing Date under Section 2(c) and no
further payments shall be due as a result thereof.
3. The
Warrants shall be amended to provide for new reset provisions and shall be
in
the Form of Exhibit A attached hereto.
4. Except
as
specifically set forth herein, the Registration Statement is ratified and
confirmed in all respects.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF,
the
Company and the undersigned Initial Investors have caused this Amendment to
be
duly executed as of the date first above written.
EMTA
HOLDINGS, INC.
______________________________________
Xxxxxx
X.
Xxxxxxxxx
Chief
Executive Officer
AJW
PARTNERS, LLC
By:
SMS
Group, LLC
______________________________________
Xxxxx
X.
Xxxxxxxx
Manager
AJW
OFFSHORE, LTD.
By:
First
Street Manager II, LLC
______________________________________
Xxxxx
X.
Xxxxxxxx
Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
Manager, LLC
____________________________________
Xxxxx
X.
Xxxxxxxx
Manager
NEW
MILLENNIUM CAPITAL PARTNERS, II, LLC
By:
First
Street Manager II, LLC
______________________________________
Xxxxx
X.
Xxxxxxxx
Manager
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