EXHIBIT 10.4
AMENDMENT NO. 1 TO PRIVATE PLACEMENT OFFERING
SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE
AMENDMENT NO: 1 TO PRIVATE PLACEMENT OFFERING SUBSCRIPTION AGREEMENT AND
QUESTIONNAIRE, effective this __ day of ______________, 1999, between SAF T LOK
INCORPORATED, a Corporation incorporated under the laws of the State of Florida
(the "Company") and ______________________ (the "Subscriber").
RECITALS
A. The Subscriber and the Company desire to amend the terms of the Private
Placement Offering Subscription Agreement and Questionnaire (the "Agreement")
with respect to the purchase by the Subscriber of the Company's 6% Convertible
Debentures (the "Debentures") as set forth herein.
B. The Subscriber and the Company desire to amend the terms of the Form of
Debenture attached as Exhibit A to the Agreement.
NOW, THEREFORE, the parties hereto agree to amend the Agreement as
follows:
1. All capitalized terms used in this Amendment that are not defined
herein shall have meanings set forth in the Agreement.
2. Notwithstanding anything to the contrary in the Agreement, the
Company represents and warrants to the Subscriber that the
authorized capital stock of the Company consists of 20,000,000
shares of Common Stock per value $0.01 per share, of which
14,249,957 shares of such Common Stock are issued and outstanding.
3. Notwithstanding anything to the contrary in the Agreement, the
Debentures shall be convertible into Common Stock at a discount of
twenty five percent (25%) of the market price of the Company's
Common Stock on the date the Notice of Conversion (as required by
the Debenture) is received by the Company (the "Conversion Date")
subject to adjustment as provided by the Debenture.
4. The Form of Debentures to be issued by the Company with respect to
the purchase thereof by the Subscriber shall be the Form of
Debenture attached hereto as Exhibit A, which form shall replace the
Form of Debenture attached as Exhibit A to the Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the dates set forth below.
__________________________________
Signature of Subscriber
__________________________________
print name
__________________________________
title
__________________________________
address
__________________________________, 1999
date
SAF T LOK INCORPORATED
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: President / CEO
July 13, 1999
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date