Exhibit 10.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of August
11, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL APPLICATIONS,
INC., a Delaware corporation (the "Company"), and LAURUS MASTER FUND, LTD., a
Cayman Islands company ("Laurus").
Reference is made to that certain Registration Rights Agreement, dated as
of May 28, 2004, by and between the Company and Laurus (as amended, modified or
supplemented from time to time, the "Registration Rights Agreement").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Registration Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The definitions of "Effectiveness Date" and "Filing Date" contained in
Section 1 of the Registration Rights Agreement are hereby deleted in
their entirety and the new definitions of "Effectiveness Date" and
"Filing Date" are hereby inserted in lieu thereof:
"Effectiveness Date" means (i) with respect to the initial
Registration Statement required to be filed hereunder, a date no later than one
hundred fifty (150) days following the date hereof and (ii) with respect to each
additional Registration Statement required to be filed hereunder, a date no
later than thirty (30) days following the applicable Filing Date.
"Filing Date" means (i) with respect to the initial Registration
Statement required to be filed hereunder, a date no later than thirty (30) days
following the date hereof and (ii) with respect to shares of Common Stock
issuable to the Holder as a result of adjustments to the Conversion Price or the
Fixed Conversion Price, as the case may be, made pursuant to the Note, the
Certificate of Designation or Section 4 of either Warrant or otherwise, thirty
(30) days after the occurrence such event or the date of the adjustment of the
Fixed Conversion Price and/or the Conversion Price, as applicable.
2. This Amendment No. 1 shall be effective as of the date hereof
following the execution of same by each of the Company and the Laurus.
3. There are no other amendments to the Registration Rights Agreement,
and all of the other forms, terms and provisions of the Registration
Rights Agreement remain in full force and effect.
4. The Company hereby represents and warrants to Laurus that as of the
date hereof all representation, warranties and covenants made by
Company in connection with the Registration Rights Agreement are true
correct and complete and all of Company's covenants requirements have
been met.
5. This Amendment No. 1 shall be binding upon the parties hereto and
their respective successors and permitted assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and
its successors and permitted assigns. THIS AMENDMENT NO. 1 SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. This Amendment No. 1 may be executed in any
number of counterparts, each of which shall be an original, but all of
which shall constitute one instrument.
IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment No. 1 to Registration Rights Agreement signed in its name effective as
of this 11th day of August 2004.
SECURED DIGITAL APPLICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ Soon-▇▇▇▇ ▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ Soon-▇▇▇▇ ▇▇▇
Title: Chairman
LAURUS MASTER FUND, LTD.
By: /s/ ▇▇▇▇▇ Grin
------------------------
Name: ▇▇▇▇▇ Grin
Title:Fund Manager