1
EXHIBIT 10.6
AMENDMENT TO STOCK PURCHASE AGREEMENT
This is an amendment (the "Amendment"), dated September 15, 1999,
by and between CRESCENT INTERNATIONAL LIMITED (the "Investor"), an entity
organized and existing under the laws of Bermuda, and FRANKLIN
TELECOMMUNICATIONS CORP. (the "Company"), a corporation organized and existing
under the laws of the State of California, to the Stock Purchase Agreement (the
"Agreement"), dated August 30, 1999, by and between the Investor and the
Company. All capitalized terms used and not otherwise defined herein shall have
the same meanings as when used in the Agreement.
WHEREAS, pursuant to the terms of the Agreement, the Investor has
purchased and the Company has issued and sold $1,000,000 worth of Common Stock
through the Early Put;
WHEREAS, pursuant to the terms of this Amendment, the Investor
shall purchase and the Company shall issue and sell an additional $1,000,000
worth of Common Stock under the Early Put; and
NOW, THEREFORE, the parties agree as follows:
1. Section 2.1(c) of the Agreement is amended and restated in its entirety to
read as follows:
(c) Early Put. The Company shall issue and sell and the Investor
shall purchase, on the Subscription Date, shares of the Common Stock for
an Investment Amount of $1,000,000 at the Purchase Price on the
Subscription Date, and the Company shall issue and sell and the Investor
shall purchase, on September 15, 1999, shares of the Common Stock for an
Investment Amount of $1,000,000 at the Purchase Price on the
Subscription Date (all such shares in this Section 2.1(c) being referred
to herein as the "Early Put Shares"). For the purpose only of such Early
Put, the Investor waives the requirements of Section 2.2, and the
conditions set forth in paragraphs (a) and (b) of Section 7.2 hereof.
2. Section 2.4 of the Agreement is amended and restated in its entirety to read
as follows:
Section 2.4. Termination of Agreement and Investment Obligation.
The Company shall have the right to terminate this Agreement at any time
upon thirty (30) days' written notice to the Investor. The Investor
shall have the right to immediately terminate this Agreement (including
with respect to any Put, notice of which has been given but the
applicable Closing Date has not yet occurred) in accordance with Section
6.12 or in the event that: (i) the Registration Statement with respect
to shares of Common Stock purchased through the Early Put is not
effective within ninety-seven (97) days following the Subscription Date,
(ii) a Registration Statement with respect to shares of Common Stock
purchased through any subsequent Put is not effective within
ninety-seven (97) days following the applicable Closing Date, (iii)
there shall occur any stop order or suspension of the effectiveness of
the Registration Statement for an aggregate of thirty (30) Trading Days
during the Commitment Period, (iv) the Company shall
2
at any time fail to comply with the requirements of Section 6.2, 6.3,
6.4, 6.5, 6.6, 6.8 or 6.9.
3. Section 7.2(a) of the Agreement is amended and restated in its entirety to
read as follows:
(a) Registration of the Registrable Securities with the SEC. As
set forth in the Registration Rights Agreement, the Company shall have
filed with the SEC either:
(i) a Registration Statement covering the resale of the
Common Stock purchased by the Investor through the Early
Put that shall have been declared effective by the SEC
in no event later than ninety-seven (97) days after the
Subscription Date, and a Registration Statement covering
the resale of the Common Stock purchased by the Investor
through all subsequent Puts that shall have been
declared effective by the SEC prior to any subsequent
Put; or
(ii) a Combined Registration Statement (as defined in
the Registration Rights Agreement) that shall have been
declared effective by the SEC in no event later than
ninety-seven (97) days after the Subscription Date.
IN WITNESS WHEREOF, this Amendment has been entered into on the
day and year first herein written.
CRESCENT INTERNATIONAL LIMITED
By: /s/ Maxi Brezzi /s/ Xxxx X. Xxx
-------------------------------------
Name:
Title:
FRANKLIN TELECOMMUNICATIONS CORP.
By: Xxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
