EXHIBIT 10.3
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AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT NO.1 (the "Amendment") is made and entered into
effective as of March 16, 2006, to that certain Investor Registration Rights
Agreement (the "Agreement") dated April 1, 2005 by and among MM(2) GROUP, INC.,
a New Jersey corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP (the
"Investor").
Recitals:
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WHEREAS, on or about April 1, 2005, the Company and the Investors
entered into a series of financing agreements (the "Transaction Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debenture issued thereto, and the Agreement (as defined herein), pursuant to
which, among other things, the Investors agreed to advance the Company the
aggregate of Two Million Five Hundred Thousand Dollars ($2,500,000) of secured
convertible debentures;
WHEREAS, the parties hereto desire to amend the Agreement to extend
certain deadlines contained therein; and
WHEREAS, all terms in the Agreement, except as modified herein, and the
terms contained in the Transaction Documents, shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. The foregoing recitals are hereby incorporated herein by
reference and acknowledged as true and correct by the parties
hereto.
2. Sections 2(a) and (b) of the Agreement are hereby amended and
restated in their entirety to read as follows:
"(a) Subject to the terms and conditions of this
Agreement, the Company shall prepare and file, no later than
ninety (90) days from the date hereof (the "Scheduled Filing
Deadline"), with the SEC a registration statement on Form S-1 or
SB-2 (or, if the Company is then eligible, on Form S-3) under
the Securities Act (the "Initial Registration Statement") for
the resale by the Investors of the Registrable Securities, which
includes at least five times the number of shares of Common
Stock to be issued upon conversion of the Convertible Debentures
along with the Investor's Shares, the shares of Common Stock to
be issued upon exercise of the Investor's Warrant and the shares
of Common Stock to be issued upon the exercise of the Warrant
issued to the Investor on the date hereof. The Company shall
cause the Registration Statement to remain effective until the
earlier of (i) all of the Registrable Securities have been sold
or (ii) the
date the Registrable Securities become eligible for sale without
restriction under Section 144 (k) promulgated under the
Securities Act of 1933, as amended. Prior to the filing of the
Registration Statement with the SEC, the Company shall furnish a
copy of the Initial Registration Statement to the Investors for
their review and comment. The Investors shall furnish comments
on the Initial Registration Statement to the Company within
twenty-four (24) hours of the receipt thereof from the Company."
"(b) Effectiveness of the Initial Registration
Statement. The Company shall use its best efforts (i) to have
the Initial Registration Statement declared effective by the SEC
no later than July 14, 2006 (the "Scheduled Effective Deadline")
and (ii) to insure that the Initial Registration Statement and
any subsequent Registration Statement remains in effect until
all of the Registrable Securities have been sold, subject to the
terms and conditions of this Agreement. It shall be an event of
default hereunder if the Initial Registration Statement is not
filed by the Scheduled Filing Deadline or declared effective by
the SEC by the Scheduled Effective Deadline."
3. Notwithstanding anything to the contrary herein or in the
Transaction Documents, in the event the Company fails to file
the Registration Statement by the Scheduled Filing Deadline (as
defined herein), the Company shall pay to Investors one (1)
month of liquidated damages in accordance with the calculation
set forth in Section 2 (c) of the Agreement, in addition to any
remedies contained in the Transaction Documents.
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties have signed and delivered this
Amendment Agreement on the date first set forth above.
MM(2) GROUP, INC. CORNELL CAPITAL PARTNERS, LP
By: ____________________________ By: Yorkville Advisors, LLC
Name: ▇▇▇▇ ▇▇▇▇▇▇ Its: General Partner
Title: President & CEO
By: ____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
