EXHIBIT 4.6
AMENDMENT NO. 3 TO THE REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT NO. 3 to the Amended and Restated Registration Rights
Agreement (dated August 25, 1993), as amended to date, is entered into as of the
Effective Date (as defined below) between Brunswick Technologies, Inc. (the
"Company") and each of the stockholders of the Company, as listed herein below
(the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders and the Company entered into the Amended and
Restated Registration Rights Agreement as of August 25, 1993 (the "Agreement");
and
WHEREAS, on the Effective Date, the Company will grant warrants to
purchase 125,000 shares of common stock of the Company (assuming a 33 for 1
stock split of the Company's common stock; the "Warrants") to Josephthal, Lyon &
Xxxx Incorporated ("Josephthal") and in connection with same is granting
registration rights with respect to the shares of common stock issuable upon
exercise of the Warrants; and
WHEREAS, the Stockholders and the Company desire to amend the Agreement
to allow the Company to provide for certain conforming changes between
Josephthal's and the Stockholders' respective registration rights;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration expressed, the Company and each
of the Stockholders agree as follows:
A. The Agreement is hereby amended effective as of the
Effective Date hereof by deleting the last sentence of Section 4(a)
thereof and by substituting in lieu of said sentence the following:
"For purposes of this Agreement, "Restricted Period" shall
mean the period beginning on the effective date of a registration
statement filed by the Company either: (x) for its own account pursuant
to a firm commitment underwritten public offering, (y) pursuant to a
demand under Section 4(a) of the Registration Rights Agreement dated as
of the date hereof among the Company, Burlington Industries, Inc. and
Xxxxx X. XxXxxx, or (z) pursuant to a demand for registration in
accordance with the terms of the Warrants granted by the Company to
Josephthal, Lyon & Xxxx, Incorporated and ending on the earlier of the
completion of the distribution pursuant to such registration statement
or 120 days after such effective date."
B. As hereby amended, the Agreement is ratified and
confirmed in all respects.
C. For purposes hereof, the "Effective Date" shall mean the
closing date of the Company's initial public offering of common stock.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the day and year first written.
Brunswick Technologies, Inc.
By:
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its: ,
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thereunto duly authorized
STOCKHOLDERS:
North Atlantic Venture Fund, Limited
Partnership
By: North Atlantic Capital Partners,
Limited Partnership, General Partner
By:
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,
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General Partner
Advanced Material Technologies
Venture Partners, Ltd.
By:
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its ,
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thereunto duly authorized
Vetrotex CertainTeed Corporation
By:
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its ,
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thereunto duly authorized
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XXXX Limited Partnership -------------------------------
Xxxxxx X. Xxxxxxx
By:
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-----------------, Xxxxxx X. Xxxxxxx, Xx.
General Partner
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------------------------------- Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxx, Xx.
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------------------------------- Xxxx Xxxxxxxx-Xxxxxx
Xxxxxx X. Xxxxxx
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------------------------------- Xxxx X. Xxxxx
Xxxxxx X. Tureen
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------------------------------- Xxxxxx Xxx
Xxxxxxx Xxxxxxxxx
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------------------------------- Xxxxxxxx Xxxxxxxxx
Dodge X. Xxxxxx
