Exhibit 10.42
[LETTERHEAD OF JAGMEDIA]
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July 8, 2004
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Re: Equity Line Purchase Agreement by and between JAG Media Holdings, Inc.
and Cornell Capital Partners, LP dated as of April 9, 2002
(the "Equity Line Agreement")
Gentlemen:
This will confirm our understanding that the definition of "Commitment Period"
as set forth in the Equity Line Agreement is hereby amended to read as follows:
"Commitment Period" means the period commencing on the Effective Date and
expiring on the earliest to occur of: (x) the date on which the Investor shall
have paid an aggregate of Ten Million Dollars ($10,000,000) in Investment
Amounts for the Put Shares pursuant to this Agreement, (y) the date this
Agreement is terminated in accordance with the terms hereof, or (z) the date
occurring forty eight (48) months after the Effective Date.
All defined terms used in this letter which are not otherwise defined shall have
the meaning ascribed to them in the Equity Line Agreement. Except for the
foregoing changes, the Equity Line Agreement remains unchanged and in full force
and effect.
The above amendment shall not become effective until the Company files either an
amendment to the effective Registration Statement or a new Registration
Statement has been declared effective.
If the forgoing accurately reflects our agreement please sign below where
indicated and return to us a fully executed copy of this letter agreement.
Very truly yours,
JAG Media Holdings, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President & Chief Operating Officer
AGREED AND ACCEPTED
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors
Its: General Partner
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President & Portfolio Manager
