EXHIBIT 10.67
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this
"Agreement") is made as of this 9th day of October, 2000, by and among
KARTS INTERNATIONAL INCORPORATED, a Nevada corporation (the "Company"),
and THE XXXXXXXXX FOUNDATION (the "Investor").
W I T N E S S E T H:
WHEREAS, the Investor and the Company are parties to that
certain Registration Rights Agreement dated May 17, 2000 (the
"Registration Rights Agreement"); and
WHEREAS, the Investor and the Company desire to amend the
Registration Rights Agreement to include the shares of common stock to
be issued to Investor upon conversion of the Company's Series B
Preferred Stock which is being purchased from the Company by Investor
pursuant to that certain Stock Purchase Agreement of even date;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties hereto agree as follows:
A. The following amendments to the Registration Rights Agreement are
hereby agreed to by Investor and Company:
Section 1. Definitions, paragraph (d) is hereby amended to read as
follows:
"Conversion Shares" shall mean the shares of Common
Stock issued or issuable upon conversion of the Series A
Preferred and Series B Preferred Stock.
Section 1. Definitions, paragraph (i) is hereby amended to read as
follows:
"Registrable Securities" shall mean the Conversion
Shares or shares of any security of the Company issued or
issuable upon conversion of the Series A Preferred or Series B
Preferred Stock; and (ii) any other securities of the Company
distributable on, with respect to, or in substitution of such
Registrable Securities, except for those that have been sold
or transferred pursuant to an effective registration
statement, or pursuant to Rule 144, under the Securities Act.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT - Page 1
B. All other terms and conditions of the Registration Rights Agreement
are hereby reaffirmed by Investor and the Company.
WITNESS our signatures this 9th day of October, 2000.
KARTS INTERNATIONAL INCORPORATED
By:__________________________________________
Xxxxxxx Xxxxxxx, President
THE XXXXXXXXX FOUNDATION
By:__________________________________________
Xxxxx X. Xxxxxxxxx
Title:_______________________________________
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT - Page 2
