Exhibit 10.1
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (the "Agreement") dated as of January 9, 2007, by and
between iParty Corp. a Delaware Corporation, with headquarters located at 270
Bridge Street, Dedham, Massachusetts 02026 (the "Company") and Highbridge
International LLC (the "Investor").
WHEREAS,
A.
The parties hereto are parties to that certain Securities Purchase
Agreement dated as of September 15, 2006 (the "Securities Purchase Agreement")
pursuant to which the Investor purchased a Warrant (the "Existing Warrant")
exercisable for shares of common stock of the Company (the "Warrant Shares") in
accordance with the terms of the Existing Warrant.
B.
Contemporaneously with the execution and delivery of the
Securities Purchase Agreement, the Company and the Investor entered into a
Registration Rights Agreement, dated as of September 15, 2006 (the "Registration
Rights Agreement") pursuant to which the Company agreed to provide certain
registration rights in respect of the Warrant Shares under the Securities Act of
1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder and applicable state securities law.
C.
The Company and the Investor desire to enter into this Agreement,
pursuant to which, among other things, to amend the Purchase Agreement, the
Registration Rights Agreement and the Existing Warrant each as set forth herein.
D.
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings ascribed to them in the Securities Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the material
promises hereinafter set forth, the Company and the Investor hereby agree as
follows:
1.
AMENDMENTS TO TRANSACTION DOCUMENTS.
1.1.
SECURITIES PURCHASE AGREEMENT; REGISTRATION RIGHTS AGREEMENT.
THE
SECURITIES PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND EACH OF
THE OTHER TRANSACTION DOCUMENTS ARE EACH HEREBY AMENDED AS FOLLOWS:
(A)
ALL REFERENCES TO "WARRANTS" SHALL MEAN, AND ARE HEREBY REPLACED
WITH, THE "WARRANTS AND THE AMENDED WARRANT (AS DEFINED IN THAT CERTAIN
AMENDMENT AGREEMENT, DATED AS OF JANUARY 9, 2007, BETWEEN THE COMPANY AND
HIGHBRIDGE INTERNATIONAL LLC)"; AND
(B)
THE DEFINED TERM "TRANSACTION DOCUMENTS" IS HEREBY AMENDED TO
INCLUDE THIS AGREEMENT AND THE AMENDED WARRANT.
2
(C)
AMENDED WARRANT.
THE EXISTING WARRANT, IS AMENDED AND RESTATED IN
ITS ENTIRETY AS SET FORTH IN EXHIBIT A HERETO (AS SO AMENDED, THE "AMENDED
WARRANT") .
1.2.
EXCHANGE OF WARRANTS.
SIMULTANEOUS HEREWITH, THE INVESTOR SHALL
SURRENDER THE EXISTING WARRANT TO THE COMPANY, AND THE COMPANY SHALL ISSUE TO
THE INVESTOR THE AMENDED WARRANT IN REPLACEMENT THEREOF.
2.
REPRESENTATIONS AND WARRANTIES
2.1.
INVESTOR REPRESENTATIONS.
THE INVESTOR HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY:
(A)
OWNERSHIP OF WARRANT.
THE INVESTOR OWNS ALL RIGHT, TITLE AND
INTEREST (LEGAL AND BENEFICIAL) IN AND TO ALL OF THE WARRANT.
(B)
AUTHORIZATION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
PERFORMANCE OF ALL OBLIGATIONS OF THE INVESTOR HEREUNDER, HAVE BEEN DULY
AUTHORIZED BY THE INVESTOR.
THIS AGREEMENT CONSTITUTES THE VALID AND LEGALLY
BINDING OBLIGATION OF THE INVESTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, AND OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF