AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit
10.2
Execution
Copy
AMENDMENT
NO. 1 TO
INVESTOR
REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
(this
“Amendment”),
is
entered into by and between NEWGOLD, INC, a Delaware corporation (the
“Company”),
and
the undersigned Buyer (the “Buyer”).
WHEREAS:
A. The
parties hereto previously entered into that certain Investor Registration Rights
Agreement dated as of September 26, 2006 (the "Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1. AMENDMENT
OF “WHEREAS” CLAUSE A.
“WHEREAS” Clause A of the Agreement is hereby amended and replaced in its
entirety with the following:
A. In
connection with the Amended Securities Purchase Agreement by and among the
parties hereto of even date herewith (the “Amended
Securities Purchase Agreement”),
the
Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue and sell to the Investors secured
convertible debentures (the “Convertible
Debentures”)
which
shall be convertible into that number of shares of the Company’s common stock,
par value $0.001 per share (the “Common
Stock”),
pursuant to the terms of the Amended Securities Purchase Agreement for an
aggregate purchase price of up to Three Million Dollars ($3,000,000).
Capitalized terms not defined herein shall have the meaning ascribed to them
in
the Amended Securities Purchase Agreement dated September 26, 2006.
2.
AMENDMENT
OF SECTION 2(a).
Section
2(a) of the Agreement is hereby amended and replaced in its entirety with the
following:
(a) Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than thirty (30) days from the date hereof (the “Scheduled
Filing Deadline”),
with
the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
then
eligible, on Form S-3) under the Securities Act (the “Initial
Registration Statement”)
for
the resale by the Investors of the Registrable Securities, which includes at
least Eighteen Million Seven Hundred Fifty Thousand (18,750,000) shares of
Common Stock to be issued upon conversion of the Convertible Debentures. The
Company shall cause the Registration Statement
to
remain
effective until all of the Registrable Securities have been sold. Prior to
the
filing of the Registration Statement with the SEC, the Company shall furnish
a
copy of the Initial Registration Statement to the Investors for their review
and
comment. The Investors shall furnish comments on the Initial Registration
Statement to the Company within twenty-four (24) hours of the receipt thereof
from the Company.
3. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of November 1, 2006. All other terms
set
forth in the Agreement shall remain unchanged and this Amendment and the
Agreement shall be deemed a single integrated agreement for all
purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 1 to Investors Registration Rights
Agreement to be duly executed as of day and year first above
written.
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COMPANY:
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NEWGOLD,
INC.
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By:
/s/ XXXXX
XXXXXXX
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Name:
Xxxxx Xxxxxxx
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Title: Chief
Executive Officer
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BUYER:
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/ XXXX
XXXXXX
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Name:
Xxxx Xxxxxx
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Title:
President and Portfolio Manager
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