Exhibit 4.1
AFFINITY TECHNOLOGY GROUP, INC.
0000-X Xxx Xxxxx Xxxx, Xxxxxxxx, XX 00000
September 12, 2006
Investor
Address
City, State Zip Code
Dear Investor,
This letter is being delivered in connection with the consummation of the
transaction contemplated by that certain Xxxxxxx and Restated Convertible Note
Purchase Agreement (the "Purchase Agreement") among Affinity Technology Group,
Inc. ("Affinity") and the addressee of this letter, among others. Capitalized
terms that are not defined herein shall have the meanings ascribed to such terms
in the Purchase Agreement.
As additional consideration for you to enter into the Purchase Agreement,
Affinity hereby agrees and covenants as follows:
Affinity shall: (i) on or before January 31, 2007 prepare and file with the
Securities and Exchange Commission (the "Commission") a registration statement
with respect to the Common Stock issuable upon conversion of the Notes (the
"Registrable Securities"); (ii) use its best efforts to cause such registration
statement to become effective; (iii) prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act and the rules thereunder with
respect to the disposition of all securities covered by such registration
statement; (iv) use its best efforts to maintain the continued effectiveness of
such registration statement for at least one hundred and eighty days from and
after the date of effectiveness; (v) furnish to each holder of Registrable
Securities, without charge, such number of copies of the registration statement,
any pre-effective or post-effective amendment thereto, the prospectus, including
each preliminary prospectus and any amendments or supplements thereto, in each
case in conformity with the requirements of the Securities Act, and such other
related documents as any holder of Registrable Securities may reasonably request
in order to facilitate the disposition of Registrable Securities held by such
holder; (vi) use its best efforts (A) to register and qualify the securities
covered by such registration statement under such other securities or "Blue Sky"
laws of such states where an exemption from registration is not available and as
shall be reasonably requested by any holder and (B) to obtain the lifting of any
suspension of the qualification (or exemption from qualification) of the offer
and sale of any of the Registrable Securities in any state, at the earliest
possible moment.; (vii) promptly notify all holders of Registrable Securities of
any stop order issued or threatened to be issued by the Commission in connection
therewith and take all reasonable actions required to prevent the entry of such
stop order or to remove it if entered; (viii) use its best efforts to cause the
Registrable Securities covered by such registration statement (A) to be
registered for listing or qualification on any national securities exchange or
interdealer quotation system on which the Common Stock of Affinity is then
listed or qualified.
Affinity Technology Group, Inc.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
