EXHIBIT 10.3
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AMENDMENT TO THE AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT
This Amendment to the Amended and Restated Standby Equity Distribution
Agreement dated as of the 12th day of December 2005 (the "Amendment") between
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"),
and SPEECHSWITCH, INC., a corporation organized and existing under the laws of
the State of New Jersey (the "Company").
WHEREAS, on December 12, 2005, the parties hereto entered into an Amended
and Restated Standby Equity Distribution Agreement (the "Agreement");
WHEREAS, the Investor and the Company wish to amend the Agreement so that
certain terms conform to the Secured Convertible Debenture dated March 30, 2007;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.7 is deleted and replaced in its entirety with the following new
Section 6.7:
"Section 6.7 Consent of Investor to Sell Capital Stock. During
the Commitment Period, the Company shall not, without the prior written
consent of the Investor, (i) issue or sell shares of Common Stock or
Preferred Stock without consideration or for a consideration per share
less than the bid price of the Common Stock determined immediately
prior to its issuance, except for the issuance of an equity security
pursuant to an agreement to acquire another entity, the assets of
another entity or merge with another entity into the Company or a
subsidiary of the Company (provided the Investor is given at least ten
(10) days written notice of the same), (ii) issue any preferred stock,
warrant, option, right, contract, call, or other security or instrument
granting the holder thereof the right to acquire Common Stock without
consideration or for a consideration less than such Common Stock's Bid
Price determined immediately prior to its issuance, (iii) enter into
any security instrument granting the holder a security interest in any
and all assets of the Company, or (iv) file any registration statement
on Form S-8, except for the registration of an employee, officer and/or
stock option plan. Notwithstanding anything to the contrary, the
Company may issue Common Stock issuable pursuant to the Company's
obligations upon the conversion of stock options, convertible debt or
Class B Common Stock or the payment of legal fees to Xxxxxxxx X. Xxxxx,
Esq. and/or patent counsel."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Amended
and Restated Standby Equity Distribution Agreement to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.
COMPANY:
SPEECHSWITCH, INC.
By: ______________________________
Name: Xxxxx Xxxx
Title: President and Chief Executive Officer
INVESTOR: ________________________
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: ______________________________
Name: Xxxx Xxxxxx
Title: Portfolio Manager
