AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT
10.54
AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT to REGISTRATION RIGHTS AGREEMENT (the “Amendment”)
is
made and entered into this 26th
day of
March, 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 (the “Agreement”);
and
WHEREAS,
the Agreement provides that the Company is required to pay a cash registration
penalty payment to the Investor on March 26, 2007 (the “Initial
Penalty”)
if the
Company had not filed the Registration Statement (as defined in the Agreement)
with the Securities and Exchange Commission (the “SEC”)
by the
Required Filing Date (as defined in the Agreement) and is required to pay
additional cash registration penalty payments on each 30th
day
anniversary after the Required Filing Date (the “Additional
Penalties”)
until
such time that the Company files the Registration Statement with the SEC;
and
WHEREAS,
the Required Filing Date was March 23, 2007, and the Company was unable to
file
the Registration Statement with the SEC, making the Initial Penalty due and
payable to the Investor on March 26, 2007; and
WHEREAS,
as a shareholder in the Company, the Investor desires to support the Company
in
its efforts to file the Registration Statement 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 Filing Date to April 3, 2007 and to provide that the Initial Penalty
and the Additional Penalties related to the filing of the Registration Statement
shall not be due and payable to the Investor if the Company files the
Registration Statement by April 3, 2007; and
WHEREAS,
the Investor and the Company have agreed to amend the Agreement to provide
that
if the Company has not filed the Registration Statement with the SEC by April
3,
2007, the Company will be required to pay the Investor the Initial Penalty
on
April 4, 2007 and the Additional Penalties shall be due and payable on each
30th
day
anniversary after March 26, 2007, the date on which the Initial Penalty was
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.
|
(a) |
The
existing Paragraph 1(a) of the Agreement is hereby deleted in its
entirety
and the following substituted
therefor:
|
(a) |
subject
to receipt of necessary information from the Investors, prepare
and file
with the Securities and Exchange Commission (“SEC”),
within forty-one (41) calendar days after the Closing Date (the
“Required
Filing Date”),
a Registration Statement on Form S-1 to enable the resale of the
Shares by
the Investors from time to
time;
|
(b) The
existing Paragraph 1(b) of the Agreement is hereby deleted in its entirety
and
the following substituted therefor:
(b)
|
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 sixty (60) days after
the
Required Filing Date of the Registration Statement with the SEC or
ninety
(90) days after the Required Filing Date if the Registration Statement
is
reviewed by the SEC (the “Required
Effective Date”).
If the Registration Statement (i) has not been filed by the Required
Filing Date or (ii) 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 the Required Filing Date if not filed or the Required
Effective Date if not declared effective, as the case may be, 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 March 26, 2007 if not filed or after the Required
Effective Date if not declared effective, as the case may be, 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 filed or declared effective by
the
SEC, as the case may be. 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;
|
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 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:
|