EXHIBIT 4.6
First Amendment
to
Series 97-D Preferred
Stock Purchase Agreement
This First Amendment to the Stock Purchase Agreement ("First
Amendment") is made as of April 1, 1998, by and between SGI International, a
Utah corporation (the "Company") and the persons and entities listed on the
Schedule of Investors attached hereto as Exhibit A (the "Investors").
Recitals
A. On August 12, 1997, the parties hereto entered into a Series 97-D
Preferred Stock Purchase Agreement (the "Agreement") and a Registration Rights
Agreement, the latter of which required registration of the stock underlying
warrants and preferred shares that were being purchased; and,
B. The Agreement also contained at Section 5(e) a "Favored Nations"
clause that imposed certain obligations on the Company in the event that it
issued any other convertible stock purchase agreement with similar terms and in
an aggregate amount of $550,000 or less; and,
C. The Company did issue on January 8, 1998, another convertible stock
purchase agreement with similar terms in an amount of $500,000.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration and in consideration
of the covenants and agreements contained herein the parties agree as follows:
1. Authorization. The Company will authorize the issuance of 100,000
shares of restricted stock to Millenco, and 10,000 shares of restricted stock to
Xxxxx Xxxxxx, such stock to be issued to Investors in consideration for
Investors discharging and releasing the obligation of the Company under Section
5(e) of the Agreement and in discharge of any and all claims for damages or
otherwise related directly or indirectly to the delay by the Company in filing
the S-2 registration statement, except for liquidated damages as specifically
provided for in accordance with Section 3(e) of the Registration Rights
Agreement between the parties dated August 12, 1998.
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2. Amended Exhibit B. In order to provide Investors, in accordance with
Section 5(e) of the Agreement, with the same discount as provided to the
investors of the January 8, 1998 transaction with the Company, the parties
hereto agree to delete the Exhibit B ("First Amended Certificate of Secretary")
attached to the Agreement and attach in place and instead thereof, the Exhibit B
attached to this First Amendment.
3. Entire Agreement. Except as is specifically amended hereby by this
First Amendment the Agreement shall continue to be in full force and effect
without any modifications, except as specifically agreed to by the parties
hereto in writing.
IN WITNESS WHEREOF, this First Amendment to the Stock Purchase Agreement
was duly executed on the date first written below.
INVESTOR: Millenco, L.P.
/s/
By:-------------------------------
Name:
Title:_______________________________
Executed this 1st day of April, 1998
INVESTOR: Xxxxx Xxxxxx
/s/
By:--------------------------------
Xxxxx Xxxxxx, Individual
Agreed to and Accepted on
this 1st day of April, 0000
XXX INTERNATIONAL
a Utah Corporation
/s/
By:-----------------------------
/s/
Title:--------------------------
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EXHIBIT A
Schedule of Investors
Name and Address Number of Shares
Millenco, L.P. 500
000 Xxxxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxxx 50
000 Xxxxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
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