EXHIBIT 10.11
AMENDMENT NO. 2
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment
Two") is made as of April 24, 1997, by and between Intelect Communications
Systems Limited, a Bermuda corporation (the "Company"), and St. Xxxxx Capital
Corp., a Delaware corporation (the "Purchaser").
WHEREAS, on February 26, 1997, the Company and the Purchaser entered into
a Registration Rights Agreement (the "Original Registration Rights Agreement"),
pursuant to which the Company granted the Purchaser certain registration rights
in respect of the Shares (as such term is defined in the Original Registration
Rights Agreement);
WHEREAS, effective as of February 26, 1976, the Purchaser agreed to amend
and restate the Floating Rate Promissory Note from the Company to Purchaser
dated as of February 26,1997, in the original principal amount of $2,500,000
(the "Note"), such that, among other matters, the principal amount that may be
advanced under the Note was increased from $2,500,000 to up to $5,000,000, and
in connection therewith the Company and the Purchaser executed an "Amendment No.
1 to the Registration Rights Agreement" ("Amendment One") granting registration
rights with respect to warrants for 300,000 additional shares (the "Second
Warrant Shares") of the Company's Common Stock, par value $0.01 per share (the
"Common Stock") issued under a Warrant dated March 27, 1997 by the Company to
the Purchaser (the "Second Warrant");
WHEREAS, on the date hereof and effective as of February 26, 1997, the
Purchaser agreed to further amend and restate the Note by execution of a Second
Amended and Restated Floating Rate Promissory Note such that, among other
matters, the principal amount that may be advanced under the Note is increased
from $5,000,000 to up to $6,000,000;
WHEREAS, as of the date hereof and in connection with the execution of the
Second Amended and Restated Floating Rate Promissory Note, the Company issued
the Purchaser a Warrant (the "Third Warrant") which may be exercised to purchase
shares of the Company's Common Stock at $3.25 per share, subject to adjustment
(the "Third Warrant Shares");
WHEREAS, the Company wishes to grant the Purchaser certain registration
rights in respect of the New Warrant Shares, as set forth herein;
WHEREAS, the Company wishes to further amend the Original Registration
Rights Agreement, as amended by Amendment One, in the manner set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
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SECTION 1. The definition of "Registrable Securities" in the Original
Registration Rights Agreement, as amended by Amendment One, is hereby amended to
read in its entirety as follows:
REGISTRABLE SECURITIES shall mean (i) the Shares; (ii) the Second
Warrant Shares; (iii) the Third Warrant Shares; and (iv) any Common Stock
issued or issuable at any time or from time to time in respect of the
securities in (i), (ii) or (iii) of this sentence upon a stock split,
stock dividend, recapitalization or other similar event involving the
Company.
SECTION 2. All references to the term "Shares" in the Original
Registration Rights Agreement shall be amended and replaced by the term
"Registrable Securities", except as set forth in SECTION 1 of this Amendment.
SECTION 3. By their execution of this Amendment, both the Company and the
Purchaser agree to be a party to, and bound by, the terms of the Original
Registration Rights Agreement, as amended by Amendment One and this Amendment
Two.
SECTION 4. This Amendment Two shall be governed in all respects by the
laws of the State of Texas.
SECTION 5. All other terms and conditions of the Original Registration
Rights Agreement, as amended by Amendment One, shall be and remain the same and
in full force and effect.
SECTION 6. Each party hereto represents and warrants that this Amendment
Two has been duly authorized by it and has been duly executed and delivered on
its behalf, and the Original Registration Rights Agreement, after giving effect
to Amendment One and this Amendment Two, constitutes a valid and legally binding
agreement of such party enforceable against such party in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws of general application relating to or effecting the enforcement of
creditors' rights.
SECTION 7. This Amendment Two may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
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THE COMPANY'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Company has executed this Amendment Two effective
upon the date first set forth above.
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: President and CEO
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THE PURCHASER'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Purchaser has signed this Amendment Two as of the
date first written above.
ST. XXXXX CAPITAL CORP.
By: /s/ ILLEGIBLE
Name:
Title:
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AMENDMENT NO. 3
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment
Three") is made as of May 8, 1997, by and between Intelect Communications
Systems Limited, a Bermuda corporation (the "Company"), and St. Xxxxx Capital
Corp., a Delaware corporation (the "Purchaser").
WHEREAS, on February 26, 1997, the Company and the Purchaser entered into
a Registration Rights Agreement (the "Original Registration Rights Agreement"),
pursuant to which the Company granted the Purchaser certain registration rights
in respect of the Shares (as such term is defined in the Original Registration
Rights Agreement, as thereafter amended);
WHEREAS, the Original Registration Rights Agreement has been amended by
Amendment No. 1 to Registration Rights Agreement dated as of March 27, 1997
("Amendment One") and Amendment No. 2 to Registration Rights Agreement dated as
of April 24, 1997 ("Amendment Two");
WHEREAS, effective as of the date hereof, the Company has agreed to issue
a Warrant to Purchase 50,000 shares of Common Stock of the Company (the "Fourth
Warrant Shares") and grant registration rights with respect to such shares; and
WHEREAS, the Company wishes to further amend the Original Registration
Rights Agreement, as amended by Amendment One and Amendment Two, in the manner
as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:
SECTION 1. The definition of "Registrable Securities" in the Original
Registration Rights Agreement, as amended by Amendment One and Amendment Two, is
hereby amended to read in its entirety as follows:
REGISTRABLE SECURITIES shall mean (i) the Shares; (ii) the Second
Warrant Shares; (iii) the Third Warrant Shares; (iv) the Fourth Warrant
Shares; and (v) any Common Stock issued or issuable at any time or from
time to time in respect of the securities in (i), (ii), (iii) or (iv) of
this sentence upon a stock split, stock dividend, recapitalization or
other similar event involving the Company.
SECTION 2. By their execution of this Amendment, both the Company and the
Purchaser agree to be a party to, and bound by, the terms of the Original
Registration Rights Agreement, as amended by Amendment One, Amendment Two and
this Amendment Three.
SECTION 3. This Amendment Three shall be governed in all respects by the
laws of the State of Texas.
SECTION 4. All other terms and conditions of the Original Registration
Rights Agreement, as amended by Amendment One and Amendment Two, shall be and
remain the same and in full force and effect.
SECTION 5. Each party hereto represents and warrants that this Amendment
Three has been duly authorized by it and has been duly executed and delivered on
its behalf, and the Original Registration Rights Agreement, after giving effect
to Amendment One, Amendment Two and this Amendment Three, constitutes a valid
and legally binding agreement of such party enforceable against such party in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws of general application relating to or
effecting the enforcement of creditors' rights.
SECTION 6. This Amendment Three may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
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THE COMPANY'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Company has executed this Amendment Three
effective upon the date first set forth above.
INTELECT COMMUNICATIONS SYSTEMS LIMITED
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: President and CEO
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THE PURCHASER'S SIGNATURE PAGE
IN WITNESS WHEREOF, the Purchaser has signed this Amendment Three as of
the date first writte above.
ST. XXXXX CAPITAL CORP.
By: /s/ SIGNATURE ILLEGIBLE
Name:
Title:
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