AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NO. 1
TO
Amendment
No. 1 to the Registration
Rights Agreement (this
"Agreement") made and entered into as of March 1, 2007, by and between
Conversion Services International, Inc., a Delaware corporation (the "Company"),
and TAG
Virgin Islands, Inc.
as
agent (the “Agent”) for the "Holders," as defined in this Agreement. Pursuant to
the terms of Section 7(f) of the Agreement, the Company and the Holders herewith
amend the Agreement as follows:
1. Section
1
of the Agreement is amended to read as follows:
Definitions.
Capitalized terms used and not otherwise defined herein that are defined in
the
Note, the 6/6/07 Note, the 6/27/07 Notes and the Warrants shall have the
meanings given such terms in the Note, the 6/6/07 Note, the 6/27/07 Note and
the
Warrants. As used in this Agreement, the following terms shall have the
following meanings:
"Commission"
means
the Securities and Exchange Commission.
"Common
Stock"
means
shares of the Company's common stock, par value $0.001 per share.
“Conversion
Price”
means
the price at which the Note, the
6/6/07 Note and the 6/27/07 Notes may
be
converted into Common Stock as provided in the Note, the 6/6/07 Note and the
6/27/07 Notes.
“Effective
Date”
shall
mean the date the Commission shall declare a Registration Statement
effective.
"Effectiveness
Period"
shall
have the meaning set forth in Section
2(a).
"Exchange
Act"
means
the Securities Exchange Act of 1934 and any successor statute.
“Exercise
Price”
means
the price at which the Warrants may be exercised to purchase Common Stock as
provided in the Warrants.
"Filing
Date"
means,
(i) with respect to the Underlying Shares, a Registration Statement required
to
be filed on a date no later than 90 days following the date hereof, and (ii)
with respect to shares of Common Stock issuable to the Holders as a result
of
adjustments to the Conversion Price made pursuant to the Note, the 6/6/07 Note
and the 6/27/07 Note, the Exercise Price made pursuant to the Warrants or
otherwise, 30 days after the occurrence of such event or the date of the
adjustment of the Conversion or Exercise Price, as the case may be.
"Holder"
or
"Holders"
means
the Note holders, the
holders of 6/6/07 Note,
the
holders of 6/27/07 Notes as set forth in the Schedule
of 6/27/07 Note Holders
appended
hereto as Schedule
I,
the
Warrant holders or any of their affiliates or transferees to the extent any
of
them hold Registrable Securities.
"Indemnified
Party"
shall
have the meaning set forth in Section
5(c).
"Indemnifying
Party"
shall
have the meaning set forth in Section
5(c).
"Note"
shall
have the meaning provided above.
“Person”
means
an individual, partnership, limited liability company, corporation, joint stock
company, trust, estate, joint venture, association or unincorporated
organization, or any other form of business or professional entity.
"Proceeding"
means
an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
"Prospectus"
means
the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a
prospectus filed as part of an effective registration statement in reliance
upon
Rule 430A promulgated under the Securities Act), as amended or supplemented
by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Registration Statement,
and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.
"Registrable
Securities"
means
the Underlining Shares.
"Registration
Statement"
means
each registration statement required to be filed hereunder, including the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.
"Rule
144"
means
Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
"Rule
415"
means
Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
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"Rule
424"
means
Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such
Rule.
"Securities
Act"
means
the Securities Act of 1933 and any successor statute.
“6/6/07
Note”
means
the 10% Convertible Unsecured Note issued by the Company on June 6, 2007 to
the
Agent as agent for the Holders in the principal amount of $250,000, which is
due
on Demand.
“6/27/07
Notes”
means
the 10% Convertible Unsecured Notes issued by the Company on June 27, 2007
to
the Holders set forth on Schedule
I,
each in
the principal amount of $100,000, which are due on Demand.
"Trading
Market"
means
any of the NASD OTCBB, the NASDAQ
Capital
Market, the NASDAQ National Market, the American Stock Exchange or the New
York
Stock Exchange.
“Underlying
Shares”
means
the shares of Common Stock issuable to the Holders upon conversion of the Note,
the 6/6/07 Note and the 6/27/07 Note and exercise of the Warrants.
"Warrants"
means,
collectively, each Common Stock Purchase Warrant issued by the Company to the
Holders pursuant to the Note, the 6/6/07 Note and the 6/27/07
Notes.
Counterparts.
This
Amendment No. 1 may be executed in one or more counterparts, including by
facsimile, each of which shall be deemed an original, but all such counterparts
together shall constitute but one and the same Amendment No. 1.
Governing
Law.
This
Amendment No. 1 shall be governed by and construed in accordance with the
internal laws (and not the law of conflicts) of such jurisdiction as shall
be
determined by Payee.
Except
as
set forth above, the Registration Rights Agreement is not modified, changed
or
otherwise amended and remains in full force and effect in accordance with its
terms as amended herein.
(signature
page to follow)
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the
Registration Rights Agreement as of June 27, 2007.
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CONVERSION
SERVICES INTERNATIONAL, INC.
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TAG
VIRGIN ISLANDS, INC.
as
agent for the Holders
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By:
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/s/
Xxxxx Xxxxxx
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By:
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/s/
Xxxxx Xxxxxxxxxxx
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Name:
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Xxxxx
Xxxxxx
|
Name:
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Xxxxx
Xxxxxxxxxxx
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Title:
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President
|
Title:
|
President
|
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SCHEDULE
I
TO
AMENDMENT
NO. 1
DATED
AS OF
JUNE
27, 2007
TO
DATED
AS OF
MARCH
1, 2007
SCHEDULE
OF 6/27/07 NOTE HOLDERS
Marital
Tr U/W Xx Xxxx
Non-Marital
Tr FBO N Xxxxxxxxxx
Xxxxxx
tte of L Kaynes Rev Tr
Non-Marital
Tr FBO B Xxxxx
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