Exhibit 10.27.3
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
March 30, 2004
Reference is made to that certain Registration Rights Agreement dated
December 30, 2003 as amended by Amendment No. 1 to Registration Rights Agreement
dated February 27, 2004 (as amended, supplemented or otherwise modified
hereafter the "Agreement") made by INYX, Inc., a Nevada corporation (the
"Company") and Laurus Master Fund, Ltd. (the "Purchaser" or "Laurus").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Agreement.
WHEREAS, the Company and Laurus have agreed to amend certain terms of
the Agreement and the Company desires to make such changes; and
NOW, THEREFORE, in consideration for the execution and delivery by the
Company of this amendment, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The definition of "Filing Date" contained in Section 1 of the
Agreement is hereby deleted in its entirety and the following
inserted in its stead:
"Filing Date" means, with respect to (1) the Registration
Statement which is required to be filed with respect to the Loans made
on the initial funding date, the date which is thirty (30) days after
the date hereof, (2) with respect to each $2,000,000 tranche of Loans
funded after the date hereof, the date which is forty five (45) days
after such funding of such additional $2,000,000 of Loans evidenced by
a Minimum Borrowing Note thereafter and (3) with respect to shares of
Common Stock issuable to the Holder as a result of adjustments to the
Fixed Conversion Price made pursuant to Section 2.5 of the Secured
Convertible Revolving Note, Section 3.5 of the Secured Convertible
Minimum Borrowing Notes, Section 4 of the Warrant, or any warrants
issued by the Company to the Purchaser after the date hereof or
otherwise, thirty (30) days after the occurrence such event, or the
date of the adjustment of the Fixed Conversion Price."
2. The foregoing amendment shall be effective as of December 30,
2003.
3. There are no other amendments to the Agreement, and all of the
other forms, terms and provisions of the 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 the Company in connection with the Agreement
are true correct and complete and all of the Company's
covenants requirements have been met.
IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment No. 2 to Registration Rights Agreement signed in its name effective as
of this 30th day of March, 2004.
INYX, INC.
By:________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:________________________________
Name:
Title:
