Exhibit 10.26.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
February 27, 2004
Reference is made to that certain Registration Rights Agreement dated
December 30, 2003 (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
WHEREAS, the Company and Laurus agree that on the date hereof the
Company is in compliance with all the terms and provisions of the Agreement.
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 each Registration
Statement required to be filed hereunder, no later than thirty days
following the funding by Purchaser of (1) the Loans on the initial
funding date and (2) each $2,000,000 tranche of Loans thereafter."
2. The foregoing amendment shall be effective as of the date
hereof.
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. 1 to Registration Rights Agreement signed in its name effective as
of this 25th day of February, 2004.
INYX, INC.
By:________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:________________________________
Name:
Title:
