REGISTRATION RIGHTS AGREEMENT AMENDMENT
This AMENDMENT dated as of September 25, 1998 is between COMPU-XXXX, INC.,
a Delaware corporation (the "Company"), and JNC OPPORTUNITY FUND LTD. ("JNCO")
and JNC STRATEGIC FUND LTD. ("JNCS," and, together with JNCO, the "Initial
Investors").
R E C I T A L S
(a) The Company previously entered into a Securities Purchase Agreement
dated as of May 31, 1998, among the Company and the Initial Investors (the
"Securities Purchase Agreement"), pursuant to which the Company agreed, upon the
terms and subject to the conditions contained therein, to issue and sell to the
Initial Investors (i) 3,250 shares of its Series A Convertible Preferred Stock
that are convertible into shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), and (ii) 327,103 shares of Common Stock issued
at the closing under the Securities Purchase Agreement (the "Common Shares") and
(iii) warrants to acquire 90,207 shares of Common Stock. In connection with the
Securities Purchase Agreement, the Company agreed to provide certain
registration rights pursuant to the Registration Rights Agreement dated as of
May 31, 1998, among the Company and the Initial Investors (the "Registration
Rights Agreement").
(b) In connection with the Securities Exchange Agreement of even date
herewith between the Company and JNCS (the "Securities Exchange Agreement") the
Company agreed to issue and exchange 1,750 shares of its Series B Convertible
Preferred Stock (the "Series B Preferred Stock") for all of the Common Shares
which are held by JNCS. The rights, preferences and privileges of the Series B
Preferred Stock, including the terms upon which such Series B Preferred Stock
are convertible into shares of Common Stock, are set forth in the Certificate of
Designations, Preferences and Rights relating to the Series B Preferred Stock
(the "Certificate of Designation"). The shares of Common Stock issuable upon
conversion of the Series B Preferred Stock or otherwise pursuant to the
Certificate of Designation are referred to herein as the "Series B Conversion
Shares." As a condition to the Closing under the Securities Exchange Agreement,
the Company and the Initial Investors have agreed to amend the Registration
Rights Agreement as set forth herein.
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SECTION 1. Amendments to Registration Rights Agreement. The Registration Rights
Agreement is, effective as of the date hereof, hereby amended as follows:
(a) The definition of the term "Preferred Stock" in Introductory
Paragraph A shall be deemed to include the Series B Preferred
Stock.
(b) All references to the term "Conversion Shares" in the
Registration Rights Agreement shall be deemed to include the
Series B Conversion Shares.
(c) Section 2(a) thereof is amended by deleting from the first
sentence thereof the words "the seventy-fifth (75th) day
following the Closing Date" and replacing such words with the
words "October 2, 1998."
(d) Section 2(c) thereof is amended by deleting from the first
sentence thereof the words "the one hundred and fiftieth
(150th) day following the date hereof" and replacing such
words with the words "December 15, 1998."
(e) All remaining terms and provisions of the Registration Rights
Agreement shall continue and survive this Amendment and remain
in full force and effect.
SECTION 2. Consent of Initial Investors. The Initial Investors hereby consent to
the inclusion of 125,000 shares of Common Stock in the Registration Statement
referred to in Section 2(a) of the Registration Rights Agreement to register the
resale thereof on behalf of certain selling stockholders; provided, however,
that in the event such shares are included, the number of shares of Common Stock
covered for resale by such Registration Statement shall be increased by 125,000.
SECTION 3. Miscellaneous.
(a) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed in the State of Delaware.
(b) Counterparts. This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same Amendment and
shall become effective when counterparts have been signed by each party and
delivered to the other party. This Amendment, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Amendment bearing the signature of the party so delivering this Amendment.
In the event any signature is delivered by facsimile transmission, the party
using such means of delivery shall cause the manually executed signature page
hereof to be physically delivered to the other party within five (5) days of the
execution hereof.
(c) Headings. The headings of this Amendment are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
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COMPU-XXXX, INC.
By: /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Its: CEO
INITIAL INVESTORS:
JNC OPPORTUNITY FUND LTD.
By: /s/ Xxxx Xxxx
Name:
Its:
JNC STRATEGIC FUND LTD.
By: /s/ Xxxx Xxxx
Name:
Its:
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