EXHIBIT 10.1
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WAIVER AND EXTENSION AGREEMENT
THIS WAIVER AND EXTENTION AGREEMENT (the "Agreement") dated March 24,
2006 by and between MM(2) GROUP, INC., a New Jersey corporation (the "Company")
and CORNELL CAPITAL PARTNERS, LP. (the "Investor").
WHEREAS, on April 1, 2005, the parties hereto entered into a series of
financing documents, including but not limited to the Securities Purchase
Agreement, and a Secured Convertible Debenture issued thereto (the "Debenture"),
and an Investor Registration Rights Agreement dated April 1, 2005 (the
"Registration Rights Agreement") (the Securities Purchase Agreement and all
related documents, instruments and agreements entered into on April 1, 2005
shall collectively be referred to as the "Transaction Documents");
WHEREAS, the Debenture has expired and the parties wish to extend the
maturity date (the "Maturity Date") of the Debenture;
WHEREAS, the Investor wishes to waive the Liquidated Damages incurred
prior to the date hereof as set forth in the Registration Rights Agreement; and
WHEREAS, except as modified herein, all other terms and conditions
contained in the Transaction Documents shall remain in full force and effect.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Investor hereby agree as follows:
1. The Company and the Investor mutually agree to extend the
Maturity Date of the Debenture for an additional six (6) months from
January 1, 2006 to the July 1, 2006 and further agree that the Maturity
Date shall be further extended for an additional six (6) months, unless
either party shall provide the other party written notice on
non-extension of the Maturity Date.
2. The Investor hereby agrees to waive any Event of Default that
may have occurred prior to the date hereof solely due to the failure of
the Company to pay monies owed under the terms of the Debenture on the
Maturity Date.
3. The Investor hereby agrees to waive any claim to Liquidated
Damages owed by the Company to the Investor prior to the date hereof
under the terms of the Registration Rights Agreement.
4. In consideration for the above, on the date hereof, the Company
shall issue to the Investor a warrant to purchase Twenty Million
(20,000,000) shares of the Company's class A common stock (the "Common
Stock") for a period of five years (5) years at an exercise price of
$0.05 per share (the "Warrant"). The shares of Common Stock to be
issued upon exercise of the Warrant shall be registered in accordance
with the Registration Rights Agreement (or as subsequently amended).
The Company's failure to register such shares of Common Stock shall be
an Event of Default under the Convertible Debentures issued under the
Securities Purchase Agreement dated April 1, 2005 (or as subsequently
amended).
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Consent
Agreement as of the date first above written.
MM(2) GROUP, INC.
By: _____________________________________
Name: Xxxx Xxxxxx
Title: President and Chief Executive Officer
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: ____________________________________
Name: Xxxx Xxxxxx
Title: Portfolio Manager
