AMENDMENT NUMBER 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit
4.7
AMENDMENT
NUMBER 2 TO
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of August 25, 2006, between AIRBEE
WIRELESS, INC., a
corporation organized and existing under the laws of the State of Delaware
(the
“Company”),
and
▇▇▇▇▇▇▇▇▇▇
EQUITY PARTNERS, LTD. a
Delaware limited partnership (the
“Investor”).
WHEREAS,
the
Company and the Investor are parties to a certain Investor Registration Rights
Agreement dated as of December 29, 2005 (the “Agreement”);
and
WHEREAS,
the
parties wish to amend the Agreement as set forth below.
NOW,
THEREFORE,
it is
agreed:
I.
Amendments.
A. Section
2(a). Section
2(a) of the Agreement is hereby deleted in its entirety and the following
language shall replace said Section 2(a) of the Agreement:
Section
2(a): Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than September 29, 2006 (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 13,586,956 shares of Common Stock to be issued upon conversion of the
Convertible Debentures and two million (2,000,000) shares of the Company’s
Common Stock issuable upon exercise of the Warrant. The Company shall cause
the
Registration Statement to remain effective until all of the Registrable
Securities have been sold. 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. Section
2(b).
Section
2(b) Agreement is hereby deleted in its entirety and the following language
shall replace said Section 2(b) of the Agreement:
Section
2(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 December 29, 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
declared effective by the SEC by December 29, 2006.”
II.
Miscellaneous.
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A.
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Except
as provided hereinabove, all of the terms and conditions contained
in the
Agreement shall remain unchanged and in full force and
effect.
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B.
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This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Agreement.
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C.
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All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Agreement.
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| D. |
All
provisions in the Agreement and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this Amendment.
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[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
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COMPANY:
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AIRBEE
WIRLESS, INC.
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By:
/s/ E. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name
E.
▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
President
& Chief Operating Officer
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▇▇▇▇▇▇▇▇▇▇
EQUITY PARTNERS, LTD.
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By:
Yorkville Advisors LLC
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Its: General
Partner
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By:
/s/ ▇▇▇▇▇▇ Press
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Name
▇▇▇▇▇▇
Press
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Title:
Portfolio
Manager
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