EXHIBIT 4.8
First Amendment
to
Registration Rights Agreement
This First Amendment to the Registration Rights Agreement
("First Amendment") is made as of April 1, 1998, by and between SGI
International, a Utah corporation (the "Company") and the persons and entities
listed on the Schedule of Investors attached hereto as Exhibit A (the
"Investors").
Recitals
A. On August 12, 1997, the parties hereto entered into a Series 97-D
Registration Rights Agreement (the "Agreement"), which required registration of
the stock underlying warrants and preferred shares that were being purchased and
also entered into a 97-D Preferred Stock Purchase Agreement; and,
B. The 97-D Preferred Stock Purchase Agreement also contained at
Section 5(e) a "Favored Nations" clause that imposed certain obligations on the
Company in the event that it issued any other convertible stock purchase
agreement with similar terms and in an aggregate amount of $550,000 or less;
and,
C. The Company did issue on January 8, 1998, another convertible stock
purchase agreement with similar terms in an amount of $500,000.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration and in
consideration of the covenants and agreements contained herein the parties agree
as follows:
1. Registrable Securities. The definition of Registrable Security shall
also include the 110,000 shares of restricted common stock being issued to
Investors in accordance with the First Amendment to the 97-D Preferred Stock
Purchase Agreement.
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2. Entire Agreement. Except as is specifically amended hereby this
First Amendment of the Agreement shall continue to be in full force and effect
without any modifications, except as specifically agreed to by the parties
hereto in writing.
IN WITNESS WHEREOF, this First Amendment to the Registration Rights
Agreement was duly executed on the date first above written.
Attest: SGI INTERNATIONAL
/s/ /s/
By:-------------------------- By:--------------------------
Name: Name:
Title:_______________________ Title:______________________
PURCHASER: Millenco, L.P.
/s/
By:-------------------------------
Name:
Title:___________________________
PURCHASER: Xxxxx Xxxxxx
/s/
By:-------------------------------
Xxxxx Xxxxxx, Individual
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EXHIBIT A
Schedule of Investors
Name and Address Number of Shares
Millenco, L.P. 500
000 Xxxxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxxx 50
000 Xxxxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000
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