Exhibit 10.2
AMENDMENT OF MODIFICATION AGREEMENT
THIS AMENDMENT OF MODIFICATION AGREEMENT (the "Agreement") is made and
entered into as of September 10, 2004, between Aladdin Systems Holdings, Inc., a
Nevada corporation ("ALHI") and International Microcomputer Software, Inc., a
California corporation ("IMSI").
RECITALS
WHEREAS, on January 20, 0000 XXXX and IMSI entered into a Stock Purchase
Agreement pursuant to which IMSI purchased from ALHI 100% of the outstanding
shares of capital stock of Aladdin Systems, Inc., a Delaware corporation
("Aladdin Systems"); and
WHEREAS, on Xxxxx 00, 0000, XXXX and IMSI consummated the acquisition of
Aladdin Systems (the "Closing"); and
WHEREAS, pursuant to the Stock Purchase Agreement, at the Closing, ALHI
and IMSI executed a Registration Rights Agreement; and
WHEREAS, the Stock Purchase Agreement and Registration Rights Agreement
were amended pursuant to the terms of a Modification Agreement between ALHI and
IMSI dated as of September 2, 2004; and
WHEREAS, ALHI and IMSI desire to amend the terms of the Modification
Agreement in regard to the number of shares to be included in the registration
required by the Registration Rights Agreement; and
WHEREAS, capitalized terms not defined herein shall have the meanings
ascribed to them in the Stock Purchase Agreement or Registration Rights
Agreement, as appropriate,
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1.1. Number of Shares to be Included in Registration.
IMSI shall include in the SB-2 registration mandated by the Registration
Rights Agreement all of the shares of IMSI issued to ALHI pursuant to the terms
of the Stock Purchase Agreement and the Modification Agreement, constituting
1,065,807 shares.
Section 1.2. Effectiveness of the Registration Statement.
Notwithstanding anything to the contrary contained in the Registration
Rights Agreement or the Modification Agreement, in the event that the
Registration Statement has not been declared effective by the SEC on or before
March 31, 2005, the liquidated damages provided for in Section 10 of the
Registration Rights Agreement shall apply and the liquidated damages provided
therein shall be payable by IMSI to Aladdin commencing as of such date.
Section 1.3. No Other Changes.
Except as set forth herein, there are no other modifications, amendments
or changes to the Stock Purchase Agreement, the Registration Rights Agreement or
the Modification Agreement and all such agreements shall continue in full force
and effect, as amended herein.
Section 1.4. Entire Agreement.
This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof, supersedes and is in full
substitution for any and all prior agreements and understandings among them
relating to such subject matter.
Section 1.5. Counterparts.
For the convenience of the parties, any number of counterparts of this
Agreement may be executed by any one or more parties hereto, and each such
executed counterpart shall be, and shall be deemed to be, an original, but all
of which shall constitute, and shall be deemed to constitute, in the aggregate
but one and the same instrument.
Section 1.6. Severability.
In the event that any one or more of the provisions contained in this
Agreement or in any other instrument referred to herein, shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, then to the
maximum extent permitted by law, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other such
instrument. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, ALHI and IMSI have executed and delivered this
Amendment of Modification Agreement as of the day and year first written above.
ALADDIN SYSTEMS HOLDINGS, INC.
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: President
INTERNATIONAL MICROCOMPUTER
SOFTWARE, INC.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: President
