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Exhibit
10(aj)
AMENDMENT AND WAIVER
AGREEMENT
This Amendment and
Waiver Agreement (this “ Agreement ”) is made
and entered into as of March 26, 2008, by and among Pinnacle
Data Systems, Inc., an Ohio corporation (the “ Company
”), and each purchaser signatory hereto (each a “
Purchaser ” and collectively, the “
Purchasers ”), and amends (a) the Securities
Purchase Agreement among the Company and the Purchasers dated
December 20, 2007, and (b) the Registration Rights
Agreement among the Company and the Purchasers dated
December 20, 2007, as amended by a First Amendment to
Registration Rights Agreement dated January 29, 2008
(collectively, the “Original Agreements”), as set forth
below. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Original
Agreements.
BACKGROUND
INFORMATION
A. The Original
Agreements provide, among other things, that the Company will file
a registration statement with the Commission registering the
Securities held by each Purchaser no later than April 1, 2008
and that the Company will use its commercially reasonable efforts
to maintain the effectiveness of such registration statement until
the earlier of such time as the Purchasers have sold all of the
Securities held by them or the Purchasers are able to sell all of
the Securities held by them without volume restrictions pursuant to
Rule 144.
B. In light of
recent amendments to Rule 144 adopted by the Commission, and for
other reasons, the Purchasers and the Company desire to amend the
Original Agreements to (i) waive the requirement that the
Company register the Securities for resale on behalf of the
Purchasers, (ii) deem deleted from the Securities Purchase
Agreement all references to such registration obligation, the
Registration Rights Agreement and any related matters, and
(iii) consistent with the waiver of the registration
obligation, terminate the Registration Rights Agreement in its
entirety.
PROVISIONS
NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the
Purchasers agree as follows:
1. Amendment of
Securities Purchase Agreement. The Securities Purchase Agreement is
hereby deemed amended such that (a) the Company’s
obligation and agreement to register the Securities and all
references thereto, (b) the Purchasers’ registration
rights and all references thereto, (c) all references to the
Registration Rights Agreement and any obligation to execute,
deliver and perform s
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