EXHIBIT 10.24
AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 dated as of February 23, 2005 to that certain
Registration Rights Agreement (this "Amendment"), by and among Natural Health
Trends Corp., a Florida corporation (the "Company"), and the buyers signatory
thereto (the "Buyers").
WITNESSETH :
WHEREAS, the Company and the Buyers are parties to that certain
Registration Rights Agreement dated as of October 6, 2004, a copy of which is
attached hereto as Annex A (the "Original Agreement"); and
WHEREAS, the Company may be required to account for the Warrants (as
defined in the Original Agreement) on the Company's financial statements as a
liability; and
WHEREAS, if the Company and the requisite number of Buyers agree to amend
the Original Agreement as set forth in this Amendment, the Company may account
for the Warrants on the Company's financial statements as equity and not as a
liability; and
WHEREAS, the Company and the Buyers holding at least a majority of the
Registrable Securities (as defined in the Agreement), in accordance with Section
10 of the Agreement, desire to amend the Original Agreement to reflect changes
set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Original Agreement is hereby
amended as follows:
A. Section 3.a. of the Original Agreement shall be deleted in its
entirety and the following paragraph shall be substituted in lieu thereof:
a. THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TEN (10) BUSINESS
DAYS AFTER THE COMPANY LEARNS THAT NO REVIEW OF THE REGISTRATION
STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF HAS
NO FURTHER COMMENTS ON THE REGISTRATION STATEMENT, AS THE CASE MAY
BE, A REQUEST FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT TO A TIME AND DATE NOT LATER THAN 48 HOURS AFTER THE
SUBMISSION OF SUCH REQUEST. THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO* KEEP THE REGISTRATION STATEMENT EFFECTIVE
PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF (I) THE DATE
AS OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT
TO RULE 144(k) (OR
1
SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE DATE
ON WHICH THE INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION
PERIOD").
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* underscore used solely to indicate text added from Original Agreement
B. Section 3.b. of the Original Agreement shall be deleted in its
entirety and the following paragraph shall be substituted in lieu thereof:
b. THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO *
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION STATEMENT AND THE PROSPECTUS USED
IN CONNECTION WITH SUCH REGISTRATION STATEMENT, WHICH PROSPECTUS IS TO BE FILED
PURSUANT TO RULE 424 PROMULGATED UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP
SUCH REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION
PERIOD, AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH
RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED
BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE
SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS
OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH
REGISTRATION STATEMENT. IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A
REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT
(INCLUDING PURSUANT TO THIS SECTION 3(b)) BY REASON OF THE COMPANY FILING A
REPORT ON FORM 10-K, FORM 10-Q OR FORM 8-K OR ANY ANALOGOUS REPORT UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"), THE COMPANY SHALL
HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH REGISTRATION STATEMENT, IF
APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR SUPPLEMENTS WITH THE SEC ON THE
SAME DAY ON WHICH THE 1934 ACT REPORT IS FILED WHICH CREATED THE REQUIREMENT FOR
THE COMPANY TO AMEND OR SUPPLEMENT SUCH REGISTRATION STATEMENT.
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* underscore used solely to indicate text added from Original Agreement
2. Each Buyer signatory hereto represents and warrants to the Company as
to itself, himself or herself that it/he/she owns the number of shares of Common
Stock (as defined in the Original Agreement) and the number of Warrants set
forth below their signature, free and clear from all liens, pledges and
encumbrances, and has the power and authority to enter into this Amendment.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.
4. Except as otherwise specifically set forth herein, all of the terms and
provisions of the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day first above written.
BUYERS: J. Zechner Associates
By: /s/ Jacqueline Ricci
Name: Jacqueline Ricci
Title: Vice President
Number of Shares: 6,000
Number of Warrants: 6,000
BUYERS: Rader Family Partnership
By: /s/ Steve Rader
Name: Steve Rader
Title:
Number of Shares: 12,500
Number of Warrants: 12,500
BUYERS: John Gildner
By: /s/ John Gildner
Name: John Gildner
Title:
Number of Shares: 79,000
Number of Warrants: 79,000
BUYERS: Burlingame Equity Investors, LP
By: /s/ Blair Sanford
Name: Blair Sanford
Title: General Partner
Number of Shares: 23,800
Number of Warrants: 23,800
BUYERS: Aquilon Capital Corp. (Previously MMI Group Inc.)
By: /s/ Scott Leckie
Name: Scott Leckie
Title: Portfolio Manager
Number of Shares: 103,000
Number of Warrants: 103,000
BUYERS: Avondale Partners LLC
By: /s/ Patrick Shepherd
Name: Patrick Shepherd
Title: Sr. Managing Director
Number of Shares: 22,500
Number of Warrants: 22,500
BUYERS: Front Street Investment Management Inc.
By: /s/ Frank L. Mersch
Name: Frank L. Mersch
Title: Vice President
Number of Shares: 51,600
Number of Warrants: 51,600
BUYERS: Epic Limited Partnership
By: /s/ D. Fawcett
Name: D. Fawcett
Title: CEO
Number of Shares: 7,920
Number of Warrants: 7,920
BUYERS: Epic Limited Partnership II
By: /s/ D. Fawcett
Name: D. Fawcett
Title: CEO
Number of Shares: 7,920
Number of Warrants: 7,920
BUYERS: Millenium Partners, L.P.
By: /s/ D. Fawcett
Name: D. Fawcett
Title: Portfolio Manager
Number of Shares: 3,960
Number of Warrants: 3,960
BUYERS: Goodwood Fund
By: /s/ Cam MacDonald
Name: Cam MacDonald
Title: Director
Number of Shares: 63,427
Number of Warrants: 63,427
BUYERS: Arrow Goodwood Fund
By: /s/ Cam MacDonald
Name: Cam MacDonald
Title: Director
Number of Shares: 40,341
Number of Warrants: 40,341
BUYERS: Goodwood Fund 2.0
By: /s/ Cam MacDonald
Name: Cam MacDonald
Title: Director
Number of Shares: 4,998
Number of Warrants: 4,998
BUYERS: KBSH Goodwood Fund
By: /s/ Cam MacDonald
Name: Cam MacDonald
Title: Director
Number of Shares: 3,213
Number of Warrants: 3,213
BUYERS: Goodwood Capital Fund
By: /s/ Cam MacDonald
Name: Cam MacDonald
Title: Director
Number of Shares: 7,021
Number of Warrants: 7,021
BUYERS: Scott Lamacraft
By: /s/ Scott Lamacraft
Name: Scott Lamacraft
Title:
Number of Shares: 19,800
Number of Warrants: 19,800
BUYERS: Sprott Securities Inc
By: /s/ Jeff Kennedy
Name: Jeff Kennedy
Title: Chief Financial Officer
Number of Shares: 19,800
Number of Warrants: 19,800
BUYERS: Cascade Capital Partners II, L.P.
By: /s/ Joseph Sweeney
Name: Joseph Sweeney
Title: Manager
Number of Shares: 9,522
Number of Warrants: 9,522
BUYERS: Cascade Capital Partners L.P.
By: /s/ Joseph Sweeney
Name: Joseph Sweeney
Title: Manager
Number of Shares: 149,178
Number of Warrants: 149,178
BUYERS: Altairis Investments Limited Partnership
By: /s/ Paul Sabourin
Name: Paul Sabourin
Title: Chairman and CEO (Polar Securities Inc)
Number of Shares: 8,240
Number of Warrants: 8,240
BUYERS: Altairis Offshort
By: /s/ Paul Sabourin
Name: Paul Sabourin
Title: Chairman and CEO (Polar Securities Inc)
Number of Shares: 94,760
Number of Warrants: 94,760
BUYERS: Acuity NT Special Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 25,000
Number of Warrants: 25,000
BUYERS: Acuity Pooled Venture
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 1,000
Number of Warrants: 1,000
BUYERS: Acuity Clean Environment Science & Technology
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 900
Number of Warrants: 900
BUYERS: Acuity Social Values Global Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 6,000
Number of Warrants: 6,000
BUYERS: Acuity Clean Environment Balanced
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 20,000
Number of Warrants: 20,000
BUYERS: Acuity Pooled Global Balanced
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 200
Number of Warrants: 200
BUYERS: Acuity Pooled Environment Science & Technology
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 300
Number of Warrants: 300
BUYERS: Acuity Clean Environment Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 35,000
Number of Warrants: 35,000
BUYERS: Acuity Clean Global Environment Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 11,000
Number of Warrants: 11,000
BUYERS: Acuity Pooled Global Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 2,000
Number of Warrants: 2,000
BUYERS: Acuity Global Equity
By: /s/ Hugh McCauley
Name: Hugh McCauley
Title: Director of Equities and Lead Portfolio Manager
Number of Shares: 2,400
Number of Warrants: 2,400