SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.55
SECOND
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS
SECOND AMENDMENT to REGISTRATION RIGHTS AGREEMENT (the “Amendment”)
is
made and entered into this 2nd
day of
July, 2007, by and between Smart Online, Inc. (the “Company”)
and
________________ (the “Investor”).
WITNESSETH:
WHEREAS,
the Company and the Investor entered into a certain Registration Rights
Agreement dated February 21, 2007, as amended March 28, 2007 (the “Agreement”);
and
WHEREAS,
the Agreement provides that the Company is required to pay a cash registration
penalty payment to the Investor on July 2, 2007 (the “Effective
Date Penalty”)
if the
Registration Statement (as defined in the Agreement) has not been declared
effective by the Securities and Exchange Commission (the “SEC”)
by the
Required Effective Date (as defined in the Agreement) and is required to pay
additional cash registration penalty payments on each 30th
day
anniversary after the Required Effective Date (the “Additional
Penalties”)
until
such time that the Company files the Registration Statement with the SEC;
and
WHEREAS,
the Required Effective Date was July 2, 2007, and the SEC had not declared
the
Registration Statement effective, making the Effective Date Penalty due and
payable to the Investor on July 3, 2007; and
WHEREAS,
as a shareholder in the Company, the Investor desires to support the Company
in
its efforts to have the Registration Statement declared effective by the SEC
in
a timely manner without incurring undue expense; and
WHEREAS,
the Investor and the Company have agreed to amend the Agreement to extend the
Required Effective Date to July 31, 2007 and to provide that the Effective
Date
Penalty and the Additional Penalties related to the effectiveness of the
Registration Statement shall not be due and payable to the Investor if the
Registration Statement is declared effective by July 31, 2007; and
WHEREAS,
the Investor and the Company have agreed to amend the Agreement to provide
that
if the Registration Statement has not been declared effective by the SEC by
July
31, 2007, the Company will be required to pay the Investor the Effective Date
Penalty on August 1, 2007 and the Additional Penalties shall be due and payable
on each 30th
day
anniversary after July 3, 2007, the date on which the Effective Date Penalty
was
originally due and payable; and
NOW,
THEREFORE, in consideration of the premises and the agreements of the parties
set forth herein, the adequacy and sufficiency of which are acknowledged, the
parties hereto agree as follows:
1. Amendment
of Agreement. The
existing Paragraph 1(b) of the Agreement is hereby deleted in its entirety
and
the following substituted therefor:
(b)
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use
its best efforts, subject to receipt of necessary information from
the
Investors, to cause the Registration Statement to become effective
as soon
as practicable, but in no event later than July 31, 2007 (the
“Required
Effective Date”).
If the Registration Statement has not been declared effective by
the SEC
on or before the Required Effective Date, then the Company shall
on the
first business day after Required Effective Date make
a payment to the Investor as compensation for such delay an amount
equal
to one percent (1%) of the Purchase Price paid for the Shares purchased
by
the Investor,
and on each 30th
day anniversary after July 3, 2007 if not declared effective make
a
payment to the Investor as compensation for such delay an amount
equal to
one-half percent (0.5%) of the Purchase Price paid for the Shares
purchased by the Investor (collectively, the “Late
Registration Payments”),
until the Registration Statement is declared effective by the SEC.
Notwithstanding the foregoing, in no event shall the total of all
Late
Registration Payments exceed in the aggregate ten percent (10%) of
such
Purchase Price. Late Registration Payments, if any, will be prorated
on a
daily basis and will be paid to Investor by wire transfer or check
within
five (5) Business Days after the date that each payment is due;
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2. Ratification.
Except
as expressly amended by this Amendment, the terms and conditions of the
Agreement are hereby ratified and confirmed to be in full force and effect
without modification or revision, and are hereby incorporated as if fully set
forth herein. In the event of a conflict between the terms of this Amendment
and
the Agreement, the terms of this Amendment shall control.
3. No
Novation.
The
parties agree that the execution of this Amendment shall constitute an amendment
to the Agreement and shall not be construed as a novation of the Agreement.
The
parties hereby acknowledge their intent that this Amendment will not disturb
the
existing rights, remedies and obligations created under the
Agreement.
[Signature
on Following Page]
Signature
Page to Second Amendment to Registration Rights
Agreement
IN
WITNESS WHEREOF, the Company and the Investor have caused this Amendment to
be
executed by their duly authorized representatives as of the day and year first
above written.
_____________________________
By:
Its:
____________________
By:
Its:
SMART
ONLINE, INC.
By:
____________________________
Name:
Title:
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