EXHIBIT 10.29
WAIVER
THIS WAIVER
is made and entered into as of the
28 th day of March, 2006, between
STANFORD INTERNATIONAL BANK LTD. , a corporation organized
under the laws of Antigua and Barbuda (the “Investor”)
and DATREK MILLER INTERNATIONAL, INC., a Florida corporation (the
“Company”).
WITNESSETH:
WHEREAS , Investor and the Company are parties to that
certain Registration Rights Agreement dated as of July 18,
2005 (the “Registration Rights Agreement”);
and
WHEREAS , under the Registration Rights Agreement the
Company is required to file a registration statement (on Form S-1
or SB-2, or other appropriate registration statement form) under
the Securities Act of 1933, as amended (the “Registration
Statement”) with the Securities and Exchange Commission
(“SEC”) on or prior to January 18,
2006;
WHEREAS , the Company has not timely filed the
Registration Statement in accordance with the terms of the
Registration Rights Agreement, and the Company has requested that
Investor waive certain liquidated damages arising from such
failure; and
WHEREAS , Investor has agreed to grant such waiver on
the terms and conditions set forth herein.
NOW, THEREFORE
, in consideration of the foregoing
premises, and other good and valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. All capitalized terms used herein
and not otherwise expressly defined herein shall have the
respective meanings given to such terms in the Registration Rights
Agreement.
2. The Company hereby acknowledges
and agrees that it has failed to timely file the Registration
Statement under Section 4(a) of the Registration Rights
Agreement and as a result thereof, Investor is entitled to the
Liquidated Damages set forth in Section 4(e) of the
Registration Rights Agreement.
3. In connection with its
obligations under the Registration Rights Agreement, the Company
shall use its best efforts to file a registration statement on Form
SB-2 Investor on or prior to May 15, 2006 (the “SB-2
Filing”).
4. Investor hereby waives all claims
against the Company that Investor: (a) currently has to any
Liquidated Damages under the Registration Rights Agreement; and
(b) may have to any Liquidated Damages under the Registration
Rights Agreement arising from the date hereof through the date
which the SB-2 Filing is declared effective by the SEC.
5. The Registration Rights Agreement
is reaffirmed and ratified in all respects, except as expressly
provided herein. In the event of any conflict between the terms or
provisions of this Waiver and the Registration Rights Agreement,
then this Waiver shall prevail in all respects. Otherwise, the
provisions of the
