Exhibit 10.31
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SECOND AMENDMENT TO THE
REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is made and entered into this 12th day of April, 2007, by and among
Paradigm Medical Industries, Inc., a Delaware corporation (the "Company") and
each of the undersigned (together with their respective affiliates and any
assignee or transferee of all of their respective rights hereunder, the "Initial
Investors").
WITNESSETH:
WHEREAS, the Company and the Initial Investors entered into a
Registration Rights Agreement dated April 27, 2005 (the "Registration Rights
Agreement") that provides registration rights to the Initial Investors requiring
the Company to prepare and file a registration statement to register the shares
of the Company's common stock (the "Common Stock") issued or issuable upon
conversion of the Notes and Additional Notes (as defined in the Securities
Purchase Agreement dated April 27, 2005 (the "Securities Purchase Agreement") by
and among the Company and the Initial Investors) and the shares of Common Stock
issuable upon exercise of the Warrants and Additional Warrants (as defined in
the Securities Purchase Agreement) and any shares issuable as a dividend on or
in exchange for or otherwise with respect to the foregoing;
WHEREAS, on September 14, 2006, the Company and the Initial Investors
verbally agreed to amend the Registration Rights Agreement to limit the total
number of Registrable Securities (as defined in the Registration Rights
Agreement) that the Company is required to register for resale by means of a
Registration Statement (as defined in the Registration Rights Agreement) to no
greater than 166,666,667 shares of Common Stock; and
WHEREAS, the Company and the Initial Investors now desire to
memorialize in writing the verbal agreement that was entered into on September
14, 2006 to amend the Registration Rights Agreement to limit the initial member
of Registrable Securities (as defined in the Registration Rights Agreement) that
the Company is required to register for resale by means of a Registration
Statement (as defined in the Registration Rights Agreement) to no greater than
166,666,667 shares of Common Stock; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and each of the
Initial Investors hereby agree as follows:
1. Section 1(a)(iii) of the Registration Rights Agreement shall be
amended to provide as follows:
(iii) "Registrable Securities" means the Conversion Shares issued
or issuable upon conversion or otherwise pursuant to the Notes and
Additional Notes (as defined in the Securities Purchase Agreement)
including, without limitation, Damages Shares (as defined in the Notes)
issued or issuable pursuant to the Notes, shares of Common Stock issued
or issuable in payment of the Standard Liquidated Damages Amount (as
defined in the Securities Purchase Agreement), shares issued or
issuable in respect of interest or in redemption of the Notes in
accordance with the terms thereof) and Warrant Shares issuable, upon
exercise or otherwise pursuant to the Warrants and Additional Warrants
(as defined in the Securities Purchase Agreement), and any shares of
capital stock issued or issuable as a dividend on or in exchange for or
otherwise with respect to any of the foregoing; however,
notwithstanding any of the foregoing, the total number of Registrable
Securities to be registered by preparing and filing a Registration
Statement in compliance with the Securities Act of 1933, as amended,
and pursuant to Rule 415 thereunder and the declaration or ordering of
effectiveness of such Registration Statement by the United States
Securities and Exchange Commission shall not exceed 166,666,667 shares
of Common Stock issuable upon conversion of the Notes and Additional
Notes and 16,534,392 shares of Common Stock issuable upon exercise of
the Warrants and Additional Warrants.
2. The Registration Rights Agreement shall remain unchanged in all
other respects and shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Initial Investors have caused
this Agreement to be duly executed as of the date first above written.
PARADIGM MEDICAL INDUSTRIES, INC.
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President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
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Manager
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AJW OFFSHORE, LTD.
By First Street Manager II, LLC
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Manager
AJW QUALIFIED PARTNERS, LLC
By AJW Manager, LLC
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Manager
NEW MILLENNIUM CAPITAL PARTNERS, II, LLC
By First Street Manager II, LLC
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Manager
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