AVALON DIGITAL MARKETING SYSTEMS INC. SECOND AMENDMENT TO AGREEMENTS (2003-06-26)
THIS SECOND AMENDMENT TO AGREEMENTS ("AMENDMENT") is made and entered into as of February 18, 2003 by and between AVALON DIGITAL MARKETING SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and EAST-WEST CAPITAL ASSOCIATES, INC., a California corporation ("EAST-WEST"), and amends (a) that certain Securities Purchase Agreement ("SPA") and Investors' Rights Agreement ("IRA"), each dated as of June 12, 2002, to which the Company and East-West are parties, as each such agreement was amended by the first Amendment to Agreements dated as of July 29, 2002, and (b) that certain Registration Rights Agreement ("RRA"), dated as of June 12, 2002, to which the Company and East-West are parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the SPA, as amended hereby.