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Exhibit 10.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Amendment No. 1 to the Registration Rights Agreement referred
to below, dated as of October 9, 1996 ("Amendment No. 1"), among All-Comm Media
Corporation, a Nevada corporation (the "Company"), and J. Xxxxxx Xxxxxxx, Xxxxx
Xxxxxxxxx and Xxxxxx X. Xxxxxx (the "Shareholders").
The Company and the Shareholders are parties to a Registration
Rights Agreement, dated as of October 9, 1996 (as in effect on the date hereof,
the "Registration Rights Agreement"), which the Company and the Shareholders
desire to amend as set forth herein.
Accordingly, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms used but not defined herein have the meanings given to
such terms in the Registration Rights Agreement.
Section 2. Amendments. Subject to the execution and delivery
of this Amendment No. 1 by the parties hereto, but effective as of the date
hereof, the Registration Rights Agreement shall be amended as follows:
2.01 Section 2(a) of the Registration Rights Agreement is
hereby amended to read in its entirety as follows:
(a) In the event the Holders are not notified of the filing
of a registration statement as provided in Section 4 of this agreement
within nine (9) months after the completion of an underwritten public
offering by the Company of its securities ("Public Offering") (or by
December 31, 1997, if such an underwritten public offering has not
been completed by March 31, 1997), any Requesting Holders may make a
written request to the Company (specifying that it is being made
pursuant to this Section 2) that the Company file a registration
statement under the 1933 Act (or a similar document pursuant to any
other statute then in effect corresponding to the 0000 Xxx) covering
the registration of Registrable Stock. In such event, the Company
shall (x) within ten (10) days thereafter notify in writing all other
Holders of Registrable Stock of such request, and (y) use its best
efforts to
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cause to be registered under the 1933 Act all Registrable Stock that
the Requesting Holders and such other Holders have, within thirty (30)
days after the Company has given such notice, requested be registered.
2.02 The first sentence of Section 4 of the Registration
Rights Agreement is hereby amended to read in its entirety as follows:
Commencing nine (9) months after the completion of a Public Offering
(or, if such a Public Offering has not been completed by March 31,
1997, commencing December 31, 1997), if the Company determines that it
shall file a registration statement under the 1933 Act (other than a
registration statement on Form S-4 or Form S-8 or filed in connection
with an exchange offer or an offering of securities solely to the
Company's existing stockholders) on any form that would also permit
the registration of the Registrable Stock and such filing is to be on
its behalf and/or on behalf of selling holders of its securities for
the general registration of its common stock to be sold for cash, at
each such time the Company shall promptly given each Holder written
notice of such determination setting forth the date on which the
Company proposes to file such registration statement, which date shall
be no earlier than forty (40) days after the date of such notice and
advising each Holder of such Holder's right to have Registrable Stock
included in such registration statement.
Section 3. Miscellaneous. As amended hereby, the
Registration Rights Agreement shall remain in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York, without regard to the
conflict of law rules and principles thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed and delivered as of the day and year first above written.
ALL-COMM MEDIA CORPORATION
By/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chairman of the Board and Chief
Executive Officer
/s/ J. Xxxxxx Xxxxxxx
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J. Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
