Exhibit 10.4
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
dated as of October 25, 2002, is entered into by and between Level 8 Systems,
Inc., a Delaware corporation (the "Company"), and the parties who have executed
this Amendment and whose names appear on Schedule I (each party listed on
Schedule I is sometimes individually referred to herein as a "Holder" and all
such parties are sometimes collectively referred to herein as the "Holders") to
that certain Registration Rights Agreement dated as of August 29, 2002 (the
"Registration Rights Agreement).
W I T N E S S E T H:
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WHEREAS, the Company and the Holders are parties to that certain
Registration Rights Agreement. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Registration Rights
Agreement; and
WHEREAS, the Company and the Holders are parties to that certain First
Amendment to Exchange Agreement dated as of even date hereof (the "Exchange
Agreement Amendment") providing for certain modifications to that certain
Exchange Agreement dated as of August 29, 2002 by and among the Company and the
Holders (the "2002 Exchange Agreement"); and
WHEREAS, the parties desire to amend the Registration Rights Agreement to
provide for the registration (as that term is defined in the Registration Rights
Agreement) of all Registrable Securities issued to the Holders pursuant to the
terms of the Exchange Agreement Amendment; and
WHEREAS, the parties desire to enter into this Amendment in order to
evidence the foregoing and for other purposes.
NOW, THEREFORE, for and in consideration of the premises set forth herein
and other good and valuable consideration, the receipt, adequacy, and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. Capitalized terms used in the Registration Rights
Agreement and not otherwise defined herein or therein shall have the meanings
given such terms in or the 2002 Exchange Agreement as amended by the Exchange
Agreement Amendment and the following definitions shall be amended and restated
in the Registration Rights Agreement as follows:
"Certificates of Designation" has the meaning set forth in the Exchange
Agreement Amendment.
"Closing Date" shall mean the Closing Date as such term is defined in the
Exchange Agreement Amendment.
"Filing Date" means as soon as practicable but in no event (i) later than
the 10th day following the Closing Date if filing on Form S-3 is available or
(ii) if filing on Form S-3 is unavailable, no later than the 45th day following
the Closing Date.
"Preferred Stock" means the Company's Series A3 Convertible Redeemable
Preferred Stock and the Company's Series B3 Convertible Redeemable Preferred
Stock issuable at the Closing (as defined in the Exchange Agreement Amendment)
pursuant to the Exchange Agreement Amendment.
"Warrants" means the warrants issuable pursuant to the Exchange Agreement
Amendment.
2. No Other Amendment or Waiver. Except for the amendments set forth
above, the terms of the Registration Rights Agreement shall remain unchanged and
in full force and effect. Each party acknowledges and expressly agrees that the
other party requires strict compliance with all the terms and provisions of the
Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Registration Rights Agreement as of the date first written above.
LEVEL 8 SYSTEMS, INC.
By:
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Name:
Title:
XXXXX XXXXXXX PARTNERS I, LTD.
By:
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Name:
Title: Authorized Signatory
SENECA CAPITAL, L.P.
By: Seneca Capital Advisors, LLC, its
general partner
By:
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Name:
Title:
SENECA CAPITAL INTERNATIONAL, LTD.
By:
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Name:
Title:
ADVANCED SYSTEMS EUROPE, B.V.
By:
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Name:
Title:
