EXHIBIT 10.26
PETCARE TELEVISION NETWORK, INC.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Amendment dated as of July 1, 2003 to the Registration Rights Agreement
dated March 10, 2003, and Amendment(s) to Registration Rights Agreement dated
May 29, 2003 and June 6, 2003 (the "Original Agreement") by and between PetCARE
Television Network, Inc. (the "Company") and Pet Edge LLC, (the "Holder").
WHEREAS, the Original Agreement related to the issuance to the Holder of a
Senior Convertible Promissory Note of the Company due March 10, 2006, in the
principal amount of $1,000,000 (the "Note"); an Amendment to Registration Rights
Agreement dated May 29, 2003, in the principal amount of $50,000; an Amendment
to Registration Rights Agreement dated June 6, 2003 in the principal amount of
$50,000; and
WHEREAS, the Company has agreed to sell to the Holder and the Holder has
agreed to purchase from the Company an additional note in the principal amount
of $275,000 on the same terms as the Note (the "Additional Note"); and
WHEREAS, the agreement to register the shares underlying the Additional
Note is a condition to the closing of the sale of the Additional Note;
NOW, THEREFORE, in consideration of the agreements set forth in the
Amendment (defined below) and those contained in the Original Agreement, the
parties agree as follows:
1. Certain Definitions.
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(a) Except as otherwise provided in this agreement, all words and terms
defined in the Original Agreement have the same meanings in this agreement as
such defined words and terms are given in the Original Agreement.
(b) "Agreement" means the Original Agreement dated March 10, 2003, and
Amendments(s) to Registration Rights Agreement(s) dated May 29, 2003 and June 6,
2003, as supplemented and amended by this agreement and as from time to time
further supplemented and amended.
(c) "Amendment" means this agreement dated as of July 1, 2003.
(d) "Conversion Shares" mean the shares of Common Stock or other equity
securities issued or issuable upon conversion of the Note and the Additional
Note.
(e) "Registrable Securities" means any (i) Conversion Shares owned by
the Holder and (ii) shares of Common Stock issued or issuable, directly or
indirectly, with respect to the Common Stock referenced in clause (i) above by
way of stock dividends, stock split or combination of shares. As to any
particular Registrable Securities, such securities shall cease to be Registrable
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Securities when (i) a registration statement with respect to the sale of such
securities shall have been declared effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, or (ii) such securities shall have been sold (other than in a
privately negotiated sale) pursuant to Rule 144 (or any successor provision)
under the Securities Act, or (iii) the Note and Additional Note have been paid
in full.
2. Registration. Section 2(d) is amended to add the words "and Additional
Note" to the end of line three of this paragraph.
3. Effect of Original Agreement. Except as supplemented and amended by this
Amendment as such conforming as necessary to reflect the modification herein,
all of the provisions of the Original Agreement shall remain in full force and
effect from and after the effective date of this Amendment.
This Amendment has been fully authorized and approved by all required
corporate actions of both the Company and the Holder and does not violate any
corporate charter document of the respective parties.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals to this instrument, as of the date first above written.
PETCARE TELEVISION NETWORK, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President and CEO
HOLDER:
PET EDGE, LLC
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, Manager
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