AMENDMENT NO. 1
TO THE
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT ("Amendment No.
1") amends that certain Registration Rights Agreement (the "Original Agreement")
entered into as of __________________, 2002, by and between SLW Enterprises
Inc., a Washington corporation (the "Issuer") and the undersigned executing this
Amendment No. 1 (the "Permitted Right Holder") (together, the "parties").
1. DEFINITIONS; REFERENCES. All capitalized terms used in this Amendment
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No. 1 not defined herein shall have the meanings given them in the Original
Agreement. References in this Amendment No. 1 and in the Original Agreement to
"this Agreement," "herein," "hereto" and words of similar import shall mean the
Original Agreement as modified by this Amendment No. 1.
2. SECTION REFERENCES. References to Sections herein shall refer to
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Sections in this Amendment No. 1. References to the Original Agreement Sections
shall refer to Sections in the Original Agreement.
3. EFFECT OF AMENDMENT NO. 1. This Amendment No. 1 modifies the Original
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Agreement. The Original Agreement, as amended by this Amendment No. 1, is in
full force and effect, and the parties hereby ratify and affirm the same. In
the event of any conflict between the provisions of the Original Agreement and
this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
4. AMENDMENT OF ORIGINAL AGREEMENT SECTION 1.3. Original Agreement Section
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1.3 is hereby superseded and replaced in its entirety by the following:
1.3 "Private Placement Offering" means the private placement
offering by Issuer of up to 2,000,000 shares of its common stock, par
value $0.0001 per share, commencing on February 20, 2002 and closing
contingent upon the closing of the Voluntary Share Exchange Agreement
between HiEnergy Microdevices, Inc. and Issuer on or before April 30,
2002.
5. AMENDMENT OF ORIGINAL AGREEMENT SECTION 2.1(B). The second sentence of
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Original Agreement Section 2.1(b) (Request for Underwriting) is hereby
superseded and replaced in its entirety by the following: "The Permitted Right
Holders shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by Issuer."
6. AMENDMENT OF ORIGINAL AGREEMENT SECTION 2.2(A). The Original Agreement
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Section 2.2(a) (Piggyback) is hereby amended as follows: The period for a
Permitted Right Holder to provide a written request to Issuer to include any
Registrable Securities in a proposed registered offering is changed from "within
30 days" to "within 10 business days" of the delivery of a written notice from
Issuer of its intention to register its common stock.
Amendment No. 1 to the Registration Rights Agreement - Page 1
7. AMENDMENT OF ORIGINAL AGREEMENT SECTION 3.1(A). Original Agreement
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Section 3.1(a) is hereby superseded and replaced in its entirety by the
following:
3.1 Obligations of Issuer. Whenever required to effect the
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registration of any Registrable Securities under Sections 2.1 or 2.2,
Issuer shall, as expeditiously as possible:
(a) prepare and file with the SEC a registration statement or
amendments thereto, to effect such registration (including such audited
financial statements as may be required by the Securities Act or the rules
and regulations promulgated thereunder) and thereafter use its commercially
reasonable best efforts to cause a registration statement that registers
such Registrable Securities to become and remain effective for 180 days or
until the Permitted Right Holders have completed the distribution related
thereto, whichever occurs first. If requested by the Permitted Right
Holders, Issuer shall file, cause to become effective or maintain the
effectiveness of any registration statement that contemplates a
distribution of securities on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act and subject to the same time contraints
as provided in the preceding sentence.
8. AMENDMENT OF ORIGINAL AGREEMENT SECTION 3.3. The second sentence of
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Original Agreement Section 3.3 (Counsel Fees) is hereby superseded and replaced
in its entirety by the following: "If the Permitted Right Holders are unable to
designate one counsel after a period of 30 days, Issuer may solicit suggestions
for such counsel from the Permitted Right Holders (no more than one suggestion
per Permitted Right Holder), and select one counsel form among those suggested,
and the selection of such counsel shall be binding on the Permitted Right
Holders."
9. AMENDMENT OF ORIGINAL AGREEMENT SECTION 4. Original Agreement Section 4
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is hereby superseded and replaced in its entirety by the following:
4. Termination of Registration Rights. All registration rights
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granted under this Agreement, and all notices required under this
Agreement, shall terminate and be of no further force and effect on the
date that is one year after the first issuance to Permitted Right Holder of
Registrable Securities through the Private Placement Offering.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first written above.
SLW ENTERPRISES INC.
By:
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Name: Xxxxx Xxxxx
Its: President
Amendment No. 1 to the Registration Rights Agreement - Page 2
PERMITTED RIGHT HOLDER: _________________________________
Signature: ______________________________________________
Print Name:_____________________________________________
Its (title if applicable): ______________________________
Address: _____________________________________________
_____________________________________________
Amendment No. 1 to the Registration Rights Agreement - Page 3
