EXHIBIT 10.9
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Amendment dated as of March 9, 1999 to Registration Rights Agreement dated
as of September 25, 1996 (the "Registration Rights Agreement") between Super
Vision International, Inc. (hereafter referred to as the "Corporation") and
Hayward Industries, Inc. (hereafter referred to as "Hayward").
W I T N E S S E T H:
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WHEREAS, in accordance with the Stock Purchase Agreement dated September
25, 1996 between the Corporation and Hayward, the parties hereto have entered in
the Registration Rights Agreement pursuant to which, among other things, the
Corporation has agreed to prepare and file with the Securities and Exchange
Commission, registration statements covering certain securities of the
Corporation owned by Hayward, including any shares of the class A common stock,
$.001 par value, of the Corporation purchased by Hayward pursuant to the
Kingstone Option Agreement (as hereinafter defined); and
WHEREAS, Hayward has also entered into an Agreement dated as of September
25, 1996 (hereafter referred to as the "Kingstone Option Agreement") with Xxxxx
Kingstone (hereafter referred to as "Kingstone") whereby, under the terms and
conditions contained therein, Kingstone granted to Hayward an option to purchase
up to ten percent (10%) of Kingstone's Escrow Shares (as defined under the
Escrow Agreement dated as of January 21, 1994 among the Corporation, American
Stock Transfer & Trust Company, Kingstone and other stockholders of the
Corporation); and
WHEREAS, in March 1997, Kingstone delivered his Escrow Shares to the
Corporation for cancellation and, in connection therewith, the Corporation and
Kingstone entered into a Warrant Agreement dated March 31, 1997 (the "Kingstone
Warrant") whereby, under the terms and conditions contained therein, the
Corporation granted to Kingstone the right option to purchase up to 289,187
shares of the class A common stock, $.001 par value, (the "Kingstone Warrant
Shares") of the Corporation at a price of $7.00 per share; and
WHEREAS, on June 30, 1998, Kingstone transferred the Kingstone Warrant to
the Kingstone Family Limited Partnership II (the "Family Partnership"); and
WHEREAS, Hayward has entered into an agreement dated as of even date
herewith (the "Family Partnership Option Agreement") with the Family Partnership
whereby, under the terms and conditions contained therein, the Family
Partnership granted to Hayward the right and option to purchase up to ten
percent (10%) of the Kingstone Warrant Shares purchased by the Family
Partnership pursuant to the Kingstone Warrant; and
WHEREAS, in connection with the cancellation of the Escrow Shares and the
execution of the Family Partnership Option Agreement, the Corporation and
Hayward desire to effectuate the amendments to the Registration Rights Agreement
contained herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Company and Hayward agree as follows:
1. The second recital paragraph contained in the preamble to the
Registration Rights Agreement is hereby deleted in its entirety.
2. Any reference to the "Option Agreement" in the Registration Rights
Agreement shall mean the Family Partnership Option Agreement, together with any
amendment, modification or extension thereto.
3. Any reference to the "Option Shares" in the Registration Rights
Agreement shall mean the Kingstone Warrant Shares.
4. The last sentence of Paragraph B of Article II of the Registration
Rights Agreement is hereby deleted in its entirety.
5. Paragraph B(1) of Article XI of the Registration Rights Agreement is
hereby deleted in its entirety and the following substituted in lieu thereof;
if to the Corporation:
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx Xxxxxxx, Esq.
Xxxxxxxxx Traurig, P.A.
000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
6. Except as set forth herein, the Registration Rights Agreement shall
remain in full force and effect and continue to bind the parties hereto. This
Amendment contains the entire agreement of the parties with respect to the
subject matter herein and supersedes all other understandings, oral or written,
with respect thereto. This Amendment may be executed in counterparts, each of
which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
effective date first above-written.
ATTEST: SUPER VISION INTERNATIONAL, INC.
By /s/ Xxxx Xxxxxxx
----------------------- -----------------------------
Xxxx Xxxxxxx
President
ATTEST: HAYWARD INDUSTRIES, INC.
By /s/ Xxxxx X. Xxxxxxx
----------------------- -----------------------------
Xxxxx X. Xxxxxxx
President
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