Amendment No.1 to Registration Rights Agreement
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Amendment No. 1 dated as of October 3, 2001 (this "Amendment"),
to the Registration Rights Agreement dated as of September 21, 2001
(the "Registration Rights Agreement"), between Phoenix International
Industries, Inc., a Florida corporation (the "Company"), and the
investors signatory thereto (each such investor is a "Purchaser" and
all such investors are, collectively, the "Purchasers"). Unless
otherwise defined herein, capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the
Registration Rights Agreement.
WHEREAS, the parties hereto have entered into the Registration Rights
Agreement; and
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement pursuant to the terms set forth herein.
NOW, THEREFORE, for good and other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section
------- Section 2.(b) of the Registration Rights Agreement is hereby
amended and restated to read as follows:
(b) The initial Registration Statement to be filed hereunder
shall include (but not be limited to) a number of shares of Common
Stock equal to no less than the sum of (i) 200% of the number of
shares of Common Stock issuable upon conversion in full of the principal
amount of Debentures assuming: (1) all Debentures are issued on the
Closing Date, (2) the conversion of all the Debentures occurred
on the Closing Date, (3) one full year of interest had accrued on all
of the Debentures and all such interest is paid in shares of Common
Stock and (4) the Conversion Price equaled the lessor of (a) $0.08 and
(b) 50% of the average of the lowest three inter-day prices (which
need not occur on consecutive Trading Days) during the twenty Trading
Days immediately preceding the Closing Date and (ii) exercise in full
of the Warrants.
2. " \l 2
3. Section
------- Except as expressly amended hereby, all terms,
conditions and provisions of the Registration Rights Agreement shall
remain unchanged and in full force and effect and are ratified and
reaffirmed in all respects, and all references to the "Agreement"
contained therein shall be deemed to refer to the Registration Rights
Agreement as amended by this Amendment.
4. Section
------- This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the
same Amendment.
5. Section
------- This Amendment shall be governed by and construed
and enforced in accordance with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof.
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6. Section
------- This Amendment shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
permitted assigns under the Registration Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to the Registration Rights Agreement to be duly executed by
their respective authorized persons as of the date first indicated
above.
PHOENIX INTERNATIONAL INDUSTRIES, INC.
By:_____________________________________
Name: /S/Xxxxxx Xxxxxxx
Title: Chief Executive Officer
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By:_____________________________________
Name: /S/Xxxxx X. Xxxxxxxxx
Title:
AJW PARTNERS, LLC
By: SMS Group, LLC
By:_____________________________________
Name: /S/Xxxxx X. Xxxxxxxx
Title:
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