Exhibit 10.24
FIBERSTARS, INC.
AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 4 (the "Amendment") is made as of July 30, 1997, to
the Registration Rights Agreement dated as of October 20, 1990, as amended
February 6, 1991, April 30, 1994, and August, 1994 (the "Registration Rights
Agreement"), by and among Fiberstars, Inc., a California corporation (the
"Company") and the persons and entities listed on Exhibit A thereto (the
"Investors"). Unless specifically designated otherwise, the capitalized terms
herein shall have the same meanings given them in the Registration Rights
Agreement.
RECITALS
A. The Company and the Investors are parties to the Registration Rights
Agreement pursuant to which the Company granted to the Investors certain
registration rights with respect to shares of Series B Preferred, Series C
Preferred and Series D Preferred Stock and Common Stock issued upon conversion
of the Series B Preferred, Series C Preferred or Series D Preferred Stock or
exercise of the Warrants to purchase shares of the Company's Preferred Stock.
B. The Company and certain Investors holding not less than a majority
of the Common Stock issued upon conversion of the Series B, Series C, and Series
D Preferred or exercise of the Warrants, wish to amend certain provisions in the
Registration Rights Agreement in order to provide for the assignment of the
rights under this Registration Rights Agreement by Belfield Services Inc., a
successor in interest to Pacific Technology Fund, to Advanced Lighting
Technologies, Inc., an Ohio corporation.
1. Section 2, Paragraph 2.9 of the Registration Rights Agreement is
hereby amended to read in full as follows:
"2.9 Transfer of Registration Rights. The rights to cause the Company
to register securities granted under Sections 2.1, 2.2 or 2.8 hereof may be
assigned: (i) to a transferee or assignee in connection with the transfer or
assignment of not less than 500,000 Shares or Conversion Shares, Warrants to
purchase not less than 500,000 Shares, or any combination thereof, (ii) in the
case of Warrant Shares, to a transferee or assignee in connection with the
transfer or assignment of any Warrant Shares or any warrant exercisable for
Warrant Shares, or (iii) upon any distribution of Shares or Conversion Shares by
an Investor to its partners, provided that the Company is given notice of any
such transfer within thirty (30) days of the date such transfer is effected
which notice shall state the name and address of the transferee or assignee,
identify the securities with respect to which such registration rights are
assigned and provide the written agreement of said transferee or assignee to be
bound by the provisions of Section 2 of this Agreement."
Except as specifically amended herein, the Registration Rights
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
4 to the Registration Rights Agreement as of the day and year above first
written.
COMPANY:
Fiberstars, Inc.
By: /s/ Xxxxx X. Xxxxxxx
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Title: President, CEO
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INVESTORS:
BELFIELD SERVICES INC.
By: /s/ Xxxxx Xxxx
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Title: Sole Director
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Exhibit 10.24
Exhibit A
LIST OF INVESTORS
Belfield Services, Inc.
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