Exhibit A
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment dated as of February 23, 1998 between Guardian
International, Inc., a Nevada corporation (the "Company"), and Westar
Security, Inc., a Kansas corporation (the "Stockholder") to the Registration
Rights Agreement dated October 21, 1997 (the "Registration Rights Agreement")
between the Company and Westar Capital, Inc., a Kansas corporation ("Westar
Capital").
Recitals
On November 24, 1997, Westar Capital assigned all of its rights and
obligations under the Registration Rights Agreement to the Stockholder.
Pursuant to the Stock Subscription Agreement between the Company and the
Stockholder of even date herewith, the Company is selling to the Stockholder
1,600,000 shares (the "Preferred B Shares") of Series B 10 1/2% Convertible
Cumulative Preferred Stock (the "Preferred Stock"), par value $.001 per share,
which is convertible into Common Stock. The parties hereto desire to amend
the Registration Rights Agreement to include the Preferred B Shares in the
definition of "Shares" and to increase the number of mandatory rights to four.
Agreement
1. Definition of Shares. The last sentence in the Recitals of the
Registration Rights Agreement is hereby amended in its entirety to read as
follows: "In this Agreement, the Common Shares and the Common Stock issuable
by the Company upon conversion of the Preferred Shares and upon conversion of
the Preferred B Shares, together with any stock dividends, distributions, or
splits or any shares issued or issuable in connection with any
reclassification, recapitalization, merger or consolidation or reorganization
("Adjustments"), shall be collectively referred to as the "Shares."
2. Mandatory Rights. The first sentence of the fifth paragraph of
Section 1(b) is hereby amended in its entirety to read as follows:
"The Stockholders shall be entitled to request four registrations
pursuant to this Section 1(b)."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
GUARDIAN INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
WESTAR SECURITY, INC.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Executive Vice President and
Chief Financial Officer
ACKNOWLEDGED AND AGREED:
XXXXXX FINANCIAL, INC.
By:___________________________
Name:
Title:
Date:__________________________
