Unassociated Document


    AMENDMENT
      TO 

    REGISTRATION
      RIGHTS AGREEMENT

     

     

    AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”),
      dated
      as of August ____, 2006, by and among EMTA Holdings, Inc., a Nevada corporation,
      with headquarters located at 7320 East Butherus, Suite 206 Scottsdale, Arizona,
      85260 (the “Company”),
      and
      each of the purchasers set forth on the signature pages hereto (the
“Initial
      Investors”).
      

     

    WHEREAS:

     

    A.  The
      Company and the Buyers previously entered into a Registration Rights Agreement
      dated April 28, 2006 (the “Agreement”)
      providing for the registration by the Company of shares issuable to the Buyers
      upon (i) the conversion of the Notes in the aggregate principal amount of
      Three Million Dollars ($3,000,000) and (ii) the exercise of Warrants
      to purchase an aggregate of 7,000,000 shares of Common Stock; and

     

    B.  The
      Company and the Buyers wish to amend the Agreement to permit the inclusion
      into
      the Registration Statement of shares held by certain current shareholders of
      the
      Company as herein set forth.

     

    NOW,
      THEREFORE,
      the
      Company and each of the Buyers hereby agree as follows (capitalized terms not
      otherwise defined herein shall have the meaning ascribed thereto in the
      Agreement): 

     

    1. Section
      1(v) of the Agreement is hereby amended to read as follows:

     

    “(v) “Registrable
      Securities”
means
      the Conversion Shares issued or issuable upon conversion or otherwise pursuant
      to the Notes and Additional Notes (as defined in the Securities Purchase
      Agreement) including, without limitation, Damages Shares (as defined in the
      Notes) issued or issuable pursuant to the Notes, shares of Common Stock issued
      or issuable in payment of the Standard Liquidated Damages Amount (as defined
      in
      the Securities Purchase Agreement), shares issued or issuable in respect of
      interest or in redemption of the Notes in accordance with the terms thereof),
      the JS Shares, up to 1,800,000 shares of Common Stock held by up to 40 current
      shareholders of the Company (”Other
      Permitted Shares”),
      and
      any shares of capital stock issued or issuable as a dividend on or in exchange
      for or otherwise with respect to any of the foregoing.”

     

    2. The
      first
      sentence of Section 2(a) of the Agreement is hereby amended to read as
      follows:

     

    “a. Mandatory
      Registration.
      The
      Company shall prepare, and, on or prior to thirty (30) days from the date of
      Closing (as defined in the Securities Purchase Agreement) (the “Filing
      Date”),
      file
      with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then
      available, on such form of Registration Statement as is then available to effect
      a registration of the Registrable Securities, subject to the consent of the
      Initial Investors, which consent will not be unreasonably withheld) covering
      the
      resale of the Registrable Securities underlying the Notes, Warrants issued
      or
      issuable pursuant to the Securities Purchase Agreement and the JS Warrant and
      the Other Permitted Shares, which Registration Statement, to the extent
      allowable under the 1933 Act and the rules and regulations promulgated
      thereunder (including Rule 416), shall state that such Registration Statement
      also covers such indeterminate number of additional shares of Common Stock
      as
      may become issuable upon conversion of or otherwise pursuant to the Notes and
      exercise of the Warrants to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.”

     

    
      
         

      

      
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    3. As
      a
      result of the Company’s failure to have the Registration Statement filed by the
      Filing Date, the Company hereby issues to the Buyers seven-year warrants to
      purchase an aggregate of 5,000,000 shares of Common Stock at $2.50 per share.
      The warrants to be issued shall be identical to the Warrants, as amended herein,
      except for the expiration date. Upon issuance of these warrants, the Company
      shall be deemed to be no longer in default in its obligations to have the
      Registration Statement filed by the Filing Date under Section 2(c) and no
      further payments shall be due as a result thereof.

     

    3. The
      Warrants shall be amended to provide for new reset provisions and shall be
      in
      the Form of Exhibit A attached hereto. 

     

    4. Except
      as
      specifically set forth herein, the Registration Statement is ratified and
      confirmed in all respects.

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company and the undersigned Initial Investors have caused this Amendment to
      be
      duly executed as of the date first above written.

     

    EMTA
      HOLDINGS, INC.

     

    ______________________________________

    Edmond
      L.
      Lonergran 

    Chief
      Executive Officer

     

     

    AJW
      PARTNERS, LLC

    By:
      SMS
      Group, LLC

     

    ______________________________________

    Corey
      S.
      Ribotsky

    Manager
      

     

     

    AJW
      OFFSHORE, LTD.

    By:
      First
      Street Manager II, LLC

    


    ______________________________________

    Corey
      S.
      Ribotsky

    Manager

    


    


    AJW
      QUALIFIED PARTNERS, LLC

    By:
      AJW
      Manager, LLC

     

    ____________________________________

    Corey
      S.
      Ribotsky

    Manager

    


    


    NEW
      MILLENNIUM CAPITAL PARTNERS, II, LLC

    By:
      First
      Street Manager II, LLC

     

    ______________________________________

    Corey
      S.
      Ribotsky

    Manager

    


    
      
         

      

      
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