EXHIBIT 7.3
AMENDMENT TO STOCK PURCHASE AGREEMENT
This is an amendment (the "Amendment"), dated September 14, 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 14, 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
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/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Crescent MD
FRANKLIN TELECOMMUNICATIONS CORP.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: VP CFO
