Exhibit 10.3
FIRST AMENDMENT TO NOTE AND STOCK
PURCHASE AGREEMENT
THIS FIRST
AMENDMENT TO NOTE AND STOCK PURCHASE AGREEMENT (this
“Amendment”) is made as of September 14, 2009 by and
between ONSTREAM MEDIA CORPORATION, a Florida corporation (the
“ Company ”) and ROCKRIDGE CAPITAL HOLDINGS LLC,
a Virginia limited liability company (the “ Investor
”).
Background
A. Investor
and Company are parties to that certain Note and Stock Purchase
Agreement dated April 14, 2009 (the “ Purchase
Agreement ”).
B. Company
has requested that Investor make certain modifications to the
Purchase Agreement, and Investor has agreed to Company’s
requests, subject to the terms and conditions of this
Amendment.
In
consideration of the premises and the mutual covenants and
conditions herein contained, the parties hereby agree as
follows:
1.
Definitions . Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
2.
Amendments . All of the provisions of the
Purchase Agreement shall remain in full force and effect, except to
the extent amended as follows:
(i) The
first WHEREAS clause is hereby deleted in its entirety and replaced
with the following:
“
WHEREAS, the Company desires to enter into this Agreement with the
Investor to sell and issue (i) a promissory Note of the Company in
the principal amount of up to $2,000,000.00 which Note shall be in
the form attached hereto as Exhibit A (as amended and in
effect from time to time, the “ Note ”), and
(ii) up to 2,200,000 restricted shares (the “ Shares
”) of Common Stock, par value $.0001 per share (the “
Common Stock ”) of the Company”;
(ii) All
references in Section 1b. to “$1,000,000” are hereby
deleted in their entirety and replaced with
“$2,000,000”;
(iii) The
reference in Section 1b. to “$250,000” is hereby
deleted and replaced with “$1,250,000”; and
(iv) The
fourth and fifth sentences of Section 1b. are hereby deleted and
replaced with the following:
“As an
origination fee for the Note, the Investor shall have the option to
require the Company to issue all or any portion of the Shares upon
not less than sixty
