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EXHIBIT 2.6
REGISTRATION RIGHTS AMENDMENT NO. 1
This Registration Rights Amendment No. 1 (this "Amending
Agreement") is made and entered into as of January ____, 2001, to be effective
as of November 1, 2000, among JAWZ Inc. (formerly Jaws Technologies, Inc.), a
Delaware corporation (the "Company"), and the investors signatory hereto (each
such investor is a "Purchaser" and all such investors are, collectively, the
"Purchasers") in order to amend certain terms of the Registration Rights
Agreement between the Company and the Purchasers dated August 21, 2000 (the
"Agreement".)
This Amending Agreement is made pursuant to the Securities
Purchase Amending Agreement No. 1, dated as of the date hereof among the Company
and the Purchasers (the "Purchase Agreement").
The Company and the Purchasers hereby agree that the Agreement is
amended as follows:
(1) SECTION 1 OF THE AGREEMENT IS AMENDED BY DELETING THAT PARAGRAPH IN ITS
ENTIRETY AND BY INSERTING THE FOLLOWING PARAGRAPH:
"Effectiveness Date" means, with respect to the initial
Registration Statement required to be filed hereunder, the 150th day following
the date of this Agreement and, with respect to any additional Registration
Statements which may be required pursuant to Section 3(c), the 90th day
following the date that notice of the requirement to file such additional
Registration Statement is provided.
"Filing Date" means the 90th day following the date of this
Agreement and, with respect to any additional Registration Statements which may
be required pursuant to Section 3(c), the 30th day following the date that
notice of the requirement to file such additional Registration Statement is
provided.
"Shares" means the shares of Common Stock issued to the Purchasers
on the First Closing Date, the Second Closing Date and the Third Closing Date
pursuant to the Purchase Agreement.
"Warrants" means the Closing Warrants and the Adjustable Warrants.
2. SECTION 2(a) OF THE AGREEMENT IS AMENDED BY DELETING THAT PARAGRAPH IN ITS
ENTIRETY AND BY INSERTING THE FOLLOWING PARAGRAPH:
(a) The initial Registration Statement to be filed hereunder shall
include (but not be limited to) a number of shares of Common Stock equal to no
less than the sum of (i) 150% of the aggregate of the number of shares of Common
Stock which may be purchased for each Trading Day in the first vesting period
between the Closing Date and the First Vesting Date assuming, for the purposes
of this subsection, that the Adjustment Price (as defined in the Adjustable
Warrants) for each such Trading Day is 50% of the Volume Weighted Average Price
(as defined in the Adjustable Warrant) for the Trading Day immediately preceding
the Closing Date, (ii) the number of shares issuable upon exercise in full of
the Closing Warrants and (iii) the Shares.
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IN WITNESS WHEREOF, the parties have executed this
Registration Rights Amending Agreement No.1 as of the date first written above.
JAWZ INC.
By:_____________________________________
Name:
Title:
CALP II LIMITED PARTNERSHIP
By:_____________________________________
Name: Xxxx Xxxxxxxxx,
Title: President of VMH Investment Management Ltd.,
As: General Partner for CALP II Limited Partnership
By:______________________________________
Name: Xxx XxXxxxxx
Title:
As:
By:_______________________________________
Name: Xxxxxxxx XxXxxxxx
Title:
As:
