Exhibit 13
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
First Amendment (this "Amendment") to Registration Rights Agreement, dated
as of January 22, 2002, among TeraGlobal Communications Corp., a Delaware
corporation (the "Company"), WallerSutton 2000, L.P., a Delaware limited
partnership, and the other parties signatories hereto (the "Purchasing
Parties").
WHEREAS, the Company and the Purchasing Parties are parties to a
Convertible Promissory Note and Warrant Purchase Agreement (the "Original
Purchase Agreement"), dated as of December 10, 2001;
WHEREAS, pursuant to the Original Purchase Agreement, the Company and the
Purchasing Parties have entered into a Registration Rights Agreement (the
"Original Registration Rights Agreement"), dated as of December 10, 2001,
pursuant to which the Company has provided to the Purchasing Parties certain
registration rights with respect to the shares of Common Stock, par value $0.001
per share, of the Company, underlying the convertible promissory notes and
warrants issued and sold under the Original Purchase Agreement;
WHEREAS, the Company and the Purchasing Parties have entered into a Waiver
to and Amendment of Convertible Promissory Note and Warrant Purchase Agreement
(the "Waiver and Amendment"), dated as of the date hereof, pursuant to which the
Original Purchase Agreement is amended; and
WHEREAS, in connection with the Company and the Purchasing Parties
entering into the Waiver and Amendment, and as a condition precedent to the
obligations of the Purchasing Parties thereunder, the Company and the Purchasing
Parties desire to amend the Original Registration Rights Agreement as set forth
in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendments. The Original Registration Rights Agreement is hereby
amended as follows:
1.1. Definitions of "Notes" and "Warrants". (a) The first recital to
the Original Registration Rights Agreement is hereby amended to delete the
defined terms "(the "Notes")" and "(the "Warrants")" set forth therein.
(b) Section 1 of the Original Registration Rights Agreement is
hereby amended to add,
(i) Immediately after the definition of "Next Qualified
Financing," the following definition of "Note:"
"Note" means a convertible promissory note issued by the Company
pursuant to the Purchase Agreement or the Waiver and Amendment."
(ii) Immediately after the definition of "Securities
Act," the following definition of "Warrant:"
"Warrant" means a warrant sold by the Company pursuant to the
Purchase Agreement or the Waiver and Amendment."
(iii) Immediately before the new definition of
"Warrant," the following definition of "Waiver and Amendment:"
"Waiver and Amendment" means that certain Waiver to and Amendment of
Convertible Promissory Note and Warrant Purchase Agreement, dated as
of January 22, 2002, among the Company and the Purchasing Parties."
1.2. Definition of "Next Qualified Financing". The definition of the
term "Next Qualified Financing" in Section 1 of the Original Registration Rights
Agreement is hereby amended to read in its entirety as follows:
"Next Qualified Financing" means the Company's next round of
additional debt and/or equity financing which is on terms reasonably
acceptable to a majority in interest of the Purchasing Parties."
1.3. Notices. (a) Section 4.4 of the Original Registration Rights
Agreement is hereby amended to replace the reference to Cadwalader, Xxxxxxxxxx
as a recipient of copies of notices with the following:
"RubinBaum LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attn: Xxxx
X. Xxxxx, Esq."
2. The provisions of the Original Registration Rights Agreement not
amended hereby shall remain in full force and effect.
3. This Amendment shall become effective upon its execution and delivery
by the Company and WallerSutton.
4. This Amendment may be signed in any number of separate counterparts,
each of which shall be an original for all purposes, but all of which taken
together shall constitute only one instrument.
-2-
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be
effective as of the date first written above.
COMPANY:
TERAGLOBAL COMMUNICATIONS CORP.
By: ___________________________
Xxxxxx X. Xxxxxxx,
Chief Executive Officer
PURCHASING PARTY:
WALLERSUTTON 2000, L.P.
By: WallerSutton 2000, L.L.C.
By: ___________________________
Name:
Title:
Address:
000 X. Xxxxxx Xxx., 0xx Xxxxx
Xxxxxxxxx, XX 00000
notices, with a copy to:
RubinBaum LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxx, Esq.
PURCHASING PARTY:
XXXXXXX XXXXX INVESTMENT PARTNERS LLC
By: _________________________________
Name:
Title:
Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
PURCHASING PARTY:
LINCOLN ASSOCIATES, LLC
By: _________________________________
Name:
Title:
Address:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
