EXHIBIT 4(w)
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THE TIREX CORPORATION
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AMENDMENT TO
10% CONVERTIBLE SUBORDINATED DEBENTURE
OF
THE TIREX CORPORATION
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Amendment, made this _______________ day of May 1998, by and between
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxxx, Xxxxxx X0X 0X0
(the "Maker")
and
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(the "Debentureholder").
the original parties to a 10% Convertible Subordinated Debenture in the
principal amount of $_____________ (the "Debenture").
Whereas, the Maker recently completed and closed several private
placements of its securities (each, a "Private Placement") including the Private
Placement in which the Debentureholder purchased the Debenture;
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Whereas, the Maker is obligated to register certain securities, including
but not limited to, some of those sold in the Private Placements;
Whereas, the Debentureholder is entitled to convert the Debenture, in
whole or in part, into shares of the Maker's common stock (the "Conversion
Shares"), at any time prior maturity, in accordance with the terms and
provisions of Article 1 "Conversion and Redemption" of the Debenture.
Whereas, the Company's obligation to issue the Conversion Shares pursuant
to the conversion of the Debenture constitutes a "continuing offer" on the part
of the Maker to sell the Conversion Shares to the Debentureholder;
Whereas, the existence of the above described "continuing offer" may
disable the Maker from filing the Registration Statement in accordance with its
obligations;
Whereas, the parties hereto have agreed that it would be in the best
interest of both of them if the Debentureholder were to agree to terminate its
right to convert the Debenture as of the day immediately preceding the filing
with the Securities and Exchange Commission ("SEC") of the registration
statement relating to, among other things, the Conversion Shares (the "Filing
Date") and to commence a new conversion period as of the date next following the
date the registration statement is declared effective by the SEC (the "Effective
Date") pursuant to the terms and provisions of this Amendment to the Debenture.
Now therefore, in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties agree to set forth herein the
following amendment to the Option:
A. AMENDMENT OF DEBENTURE
1. Amendment of Article 1. "Conversion and Redemption"
Paragraph (a) and (b) of Article 1 of the Debenture are hereby amended so
as to read as follows:
1. Conversion And Redemption
(a) The principal amount of this Debenture plus all accrued but
unpaid interest thereon are convertible, in whole or in part, at any time
prior to Maturity into that number of shares (the "Conversion Shares") of
the Maker's common stock, par value $.01 per share ("Common Stock") as is
obtained by dividing the portion of the unpaid principal amount of the
Debenture, and the portion of
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accrued but unpaid interest thereon, which is to be converted, by an
amount equal to $.20 U.S. (the "Conversion Price"). Any portion of this
Debenture may be partially converted and in case of such partial
conversion, the Maker, upon surrender hereof, will deliver to the Holder a
new Debenture representing the principal face value which has not been
converted. Notwithstanding the foregoing in the event that the Corporation
shall, on or prior to May 30, 1998, file a registration statement with the
Securities and Exchange Commission (the "SEC") registering the the
Conversion Shares underlying this Debenture (the "Registration
Statement"), then any rights which the Debentureholder shall have had to
convert this Debenture shall terminate as at the day immediately preceding
the date of such filing (the "Filing Date"), in which case the
Debentureholder shall be entitled to convert this Debenture, on the same
terms as are set forth above, at any time prior to Maturity, in whole or
in part at any time, and from time to time, during the period commencing
on the date immediately following the date that the Registration Statement
is declared effective by the SEC. Notwithstanding the foregoing, in the
event the Registration Statement is not declared effective within 120 days
of the Filing Date or, if for any reason, the Corporation shall withdraw
the Registration Statement, then upon demand of the Debentureholder, a new
conversion period shall immediately commence and this Debenture shall
thereupon be convertible into Conversion Shares in accordance with the
provisions of this Article 1(a).
(b) Subject to the provisions of Paragraph (a) of this Article 1, this
Debenture is convertible into shares of Common Stock at any time prior to
Maturity at the conversion ratio described above in Article 1(a). The
Holder hereof shall have no conversion rights following payment in full of
the principal and interest owed by the Maker to the Holder hereof. The
conversion rights represented by this Debenture may be exercised, in whole
or in part, by the Holder at any time within the period specified in this
Article 1(b) by surrender of this Debenture for cancellation at the
principal executive office of the Maker (or at such other office or agency
of the Maker as it may designate by notice in writing to the Holder at the
address of the Holder appearing on the books of the Maker), together with
the amount of applicable stock transfer taxes, if any. This Debenture
shall be deemed to have been converted, in whole or in part to the extent
specified, immediately prior to the close of business on the date on which
all of the applicable provisions of this Article 1(b) are satisfied. If
this Debenture is converted in part, the Maker will deliver to the Holder
hereof a new Debenture representing that part of the principal amount
which has not been converted. The Maker will transmit the certificates
representing the Conversion Shares to the Holder via express courier
within seven business days after receipt by the Maker of all the
documentation required by this Article 1(b).
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2. Addition of New Articles 8 and 9, "Registration Rights" and "Lock-Up
Agreement"
The Debenture is further amended by the addition of a new Article 8
"Registration Rights" and a new Article 9 "Lock-Up Agreement", as follows:
8. Registration Rights
In consideration of the Debentureholder's agreement to terminate the
right to convert this Debenture as of the date immediately preceding the
Filing Date and to commence a new conversion period on the date next
following the Effective Date, the Maker agrees to file a registration
statement on Form SB-2 with the Securities and Exchange Commission (the
"Registration Statement") as promptly as a practicable following the
execution of this Amendment, covering the shares of Common Stock issuable
upon conversion of the Debentures in accordance with Article 1 hereof.
9. Lock-Up Agreement
In consideration of the Maker's agreement to register the Conversion
Shares, in accordance with Article 8 hereof, the Debentureholder agrees
that he or she will not sell, assign, hypothecate, pledge or otherwise
dispose of, directly or indirectly, any of the Conversion Shares until the
first to occur of: (i) six months following the Effective Date of the
Registration Statement; or (ii) one year from the date of the issuance of
the Debenture. Furthermore, the undersigned will permit all certificates
evidencing the Conversion Shares to be endorsed with the appropriate
restrictive legends, and consents to the placement of appropriate stop
transfer orders with the transfer agent for the Company.
B. NO OTHER AMENDMENTS
Except as expressly provided in this Amendment, all of the terms and
conditions of the Debenture remain in full force and effect.
C. COUNTERPARTS
This Amendment may be executed in any number of counterparts and by each
party on a separate counterpart, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one Amendment.
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In Witness Whereof, the parties hereto have caused this Amendment to be
executed the day and year first above written.
THE TIREX CORPORATION
By____________________________
Xxxxxxx X. Xxxxx, President
By____________________________
Debentureholder
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