AMENDMENT NUMBER 1 TO REGISTRATION RIGHTS AGREEMENT
Exhibit
4.6
AMENDMENT
NUMBER 1 TO
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of July 14, 2006, between AIRBEE
WIRELESS, INC., a
corporation organized and existing under the laws of the State of Delaware
(the
“Company”),
and
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EQUITY PARTNERS, LTD. a
Cayman
Islands exempted corporation (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(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 filed with the SEC no later than August 31, 2006 and declared
effective no later than November 30, 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 November 30, 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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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]
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:
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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