EXHIBIT 4.8
AMENDMENT TO SUBSCRIPTION AGREEMENTS AND WARRANTS
This agreement is made this 1st day of December, 1999, by and between Chequemate
International, Inc. dba C-3D Digital, Inc., a Utah corporation and Augustine
Fund, L.P., an Illinois limited partnership (the "Subscriber").
I. WHEREAS, the parties to this agreement (the "Amended Agreement") have
entered into subscription agreements for 8% convertible redeemable
debentures on December 21, 1998, February 9, 1999 and June 4, 1999
("the "Subscription Agreements"), pursuant to which thirteen (13)
debentures (the "Debentures") have been issued;
II. WHEREAS, pursuant to the Subscription Agreements, C-3D has granted
common stock purchase warrants to the Subscriber (the "Warrants") on
December 21, 1999, February 9, 1999 and June 4, 1999; and
III. WHEREAS, C-3D and the Subscriber desire to amend each of the three
Subscription Agreements, each of the thirteen Debentures and each of
the three Warrants, and grant an additional common stock purchase
warrant.
NOW, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. The defined terms of the referenced Subscription Agreements, Debentures
and Warrants shall have the same meaning in this Amended Agreement.
2. The Subscriber (a) agrees to defer any conversion privileges pursuant
to the Subscription Agreements and Debentures until January 1, 2000;
and (b) waives any right to accelerate the obligations of the
Debentures prior to December 31, 1999, or to pay any Registration
Payment, or liquidated or other damages for periods prior to December
31, 1999.
3. In addition to any other rights provided to the parties in the
Subscription Agreements and Debentures, the Subscriber agrees that C-3D
may have an additional alternative right to redeem all Debentures for
the aggregate sum of Four One Hundred Thousand Dollars ($4,100,000),
provided this right is exercised and the cash payment for redemption is
paid to the Subscriber on or before December 31, 1999.
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4. In consideration for the additional and alternative redemption right as
provided in this Amended Agreement, the exercise price for all Warrants
referred to in this Amended Agreement shall be reduced to $1.50 per
share.
5. C-3D agrees to issue to Subscriber an additional warrant (the
"Additional Warrant") to purchase One Hundred Thousand (100,000) shares
of the common stock of C-3D with a $0.0001 par value. The form of the
warrant shall be the same as the Warrants previously issued to the
Subscriber. The exercise price for the Additional Warrant shall be
$1.50 per share, and the term thereof shall begin as of the date of
this Amended Agreement.
6. Notwithstanding anything to the contrary set forth in the Subscription
Agreements or in the Debentures, in no event shall any holder of the
Debentures or the Warrants be entitled to convert any portion of the
Debentures or the Warrants in excess of such portion of the principal
of the Debentures or the Warrants collectively that, upon giving effect
to such conversion, would cause the aggregate number of shares of
Common Stock beneficially owned by the holder and its affiliates to
exceed 9.9% of the outstanding shares of the Common Stock following
such conversion. If any court of competent jurisdiction shall determine
that the foregoing limitation is ineffective to prevent a holder from
being deemed the beneficial owner of more than 9.9% of the then
outstanding shares of Common Stock, then C-3D shall redeem so much of
the outstanding principal amount of such holder's Debenture as is
necessary to cause such holder to be deemed the beneficial owner of not
more than 9.9% of the then outstanding shares of Common Stock (the
"Redemption Portion"). Upon such determination by a court of competent
jurisdiction and such redemption by C-3D, the Redemption Portion shall
immediately and without further action be deemed repaid in full to the
holder, and the holder shall have no interest in or rights under such
Redemption Portion. Any and all interest paid on or prior to the date
of such determination shall be deemed interest paid on the remaining
portion of the Debentures held by the holder. Such redemption shall be
for cash at a redemption price equal to 100% of the face amount of the
Redemption Portion and shall be paid within ten (10) business days
after the requirement therefor arises pursuant to this paragraph 6.
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7. The Subscriber represents and warrants, as of the date of this Amended
Agreement, that it continues to qualify as an accredited investor as
defined in Rule 144 promulgated by the Securities and Exchange
Commission.
Augustine Fund, L.P. C-3D Digital, Inc.
By Augustine Capital Management, Inc., LP
By /S/ XXXXXX X. DUSZINSKI By /S/ J. XXXXXXX XXXX
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Its: CEO J. Xxxxxxx Xxxx, CEO
