EXHIBIT 10(GG)
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment dated as of February 23, 1998 between Guardian
International, Inc., a Nevada corporation (the "Company"), and Westar Security,
Inc., a Kansas corporation (the "Stockholder") to the Registration Rights
Agreement dated October 21, 1997 (the ARegistration Rights Agreement@) between
the Company and Westar Capital, Inc., a Kansas corporation (AWestar Capital@).
RECITALS
On November 24, 1997, Westar Capital assigned all of its rights and
obligations under the Registration Rights Agreement to the Stockholder. Pursuant
to the Stock Subscription Agreement between the Company and the Stockholder of
even date herewith, the Company is selling to the Stockholder 1,600,000 shares
(the "Preferred B Shares") of Series B 10 1/2% Convertible Cumulative Preferred
Stock (the "Preferred Stock"), par value $.001 per share, which is convertible
into Common Stock. The parties hereto desire to amend the Registration Rights
Agreement to include the Preferred B Shares in the definition of AShares@ and to
increase the number of mandatory rights to four.
AGREEMENT
1. DEFINITION OF SHARES. The last sentence in the Recitals of the
Registration Rights Agreement is hereby amended in its entirety to read as
follows: AIn this Agreement, the Common Shares and the Common Stock issuable by
the Company upon conversion of the Preferred Shares and upon conversion of the
Preferred B Shares, together with any stock dividends, distributions, or splits
or any shares issued or issuable in connection with any reclassification,
recapitalization, merger or consolidation or reorganization (AAdjustments@),
shall be collectively referred to as the "Shares."
2. MANDATORY RIGHTS. The first sentence of the fifth paragraph of
Section 1(b) is hereby amended in its entirety to read as follows:
"The Stockholder shall be entitled to request four registrations
pursuant to this Section 1(b)."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
GUARDIAN INTERNATIONAL, INC.
By:/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
President and Chief Executive Officer
WESTAR SECURITY, INC.
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Its: Secretary/Treasurer
ACKNOWLEDGED AND AGREED:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxx
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[Name] Xxxxx X. Xxxx
[Title] Assistant Vice President
Date: 2/23/98
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