Exhibit 10.56
AMENDMENT NO. 1
TO THE
SUBSCRIPTION AGREEMENT
THIS AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT ("Amendment No. 1")
amends that certain Common Stock Subscription Agreement (the "Original
Agreement") entered into as of _______, 2002, by and between SLW Enterprises
Inc., a Washington corporation (the "Issuer") and the subscriber executing this
Amendment No. 1 (the "Subscriber") (together, the "parties").
1. DEFINITIONS; REFERENCES. All capitalized terms used in this Amendment 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 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
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 1.1.2. The maximum number of shares
that may be sold to all Subscribers is 2,000,000 shares (the "Maximum Shares").
5. AMENDMENT OF ORIGINAL AGREEMENT SECTION 1.2. Original Agreement Section 1.2
is hereby superseded and replaced in its entirety by the following:
1.2 Closing. The closing of the sale of the Common Stock hereunder will
occur upon satisfaction of all conditions described in this Agreement
and is contingent upon the closing of a voluntary share exchange
transaction that includes the exchange of no less than 80% of the
outstanding common stock of HiEnergy Microdevices, Inc. for the common
stock of the Issuer (the date of the occurrence of the voluntary share
exchange closing, hereafter referred to as the "Closing Date"). If the
Closing Date does not occur on or before April 30, 2002, unless
extended to a later date by the Issuer pursuant to the written consent
of the Subscriber in the form of a revised Order to Release Funds
delivered on or before April 30, 2002 to the Issuer, the escrowed funds
will be promptly returned to the Subscriber, without interest, pursuant
to an Order to Release Funds, the form of which is attached hereto as
Exhibit B, executed by the Subscriber and delivered to Ogden Murphy
Wallace, PLLC pursuant to Section 11 of this Agreement. The Issuer may
conduct one or more additional financings with different Closings
Amendment No. 1 to Subscription Agreement - Page 1
until the Maximum Shares have been sold. The final closing of the
offering (the "Final Closing") is expected to occur on or before thirty
(30) days following the Closing Date, except that the Final Closing is
subject to extension by the Issuer in its sole discretion for up to 60
days following the Closing Date (the "Final Closing Date").
6. ACKNOWLEDGMENTS OF SUBSCRIBER. The Subscriber acknowledges receipt of the
following additional disclosure materials from the Issuer and HiEnergy
Microdevices, Inc. and acknowledges and understands that its decision to invest
in the Issuer is solely based upon the written information provided to the
Subscriber by the Issuer and HiEnergy Microdevices, Inc.:
o Amended and Restated Private Placement Offering Memorandum
dated April 2, 2002;
o Private Placement Offering Memorandum dated March 28, 2002
distributed to the shareholders of HiEnergy Microdevices,
Inc., including unaudited financial statements of HiEnergy
Microdevices, Inc. and pro forma financial information of the
Issuer;
o Report on Form 8-K dated February 20, 2002 filed on March 7,
2002;
o Quarterly report on Form 10-QSB for the quarter ended January
31, 2002 filed on March 15, 2002;
o Articles of Incorporation of SLW, filed on June 6, 2000 as an
exhibit to SLW's registration statement on Form SB-2;
o Bylaws of SLW, executed on June 6, 2000 as an exhibit to SLW's
registration statement on Form SB-2;
o Form of Shareholder's Agreement;
o Assignment of Patents to HiEnergy Microdevices, Inc.
7. SUBSCRIPTION. The Subscriber reaffirms its intention to subscribe for the
number of shares referred to in Original Agreement Section 11.4 of the Original
Agreement at $1.00 per share.
8. PURPOSE AND EFFECT. The purpose of this Amendment No. 1 is (i) to revise the
provision concerning Closing of this subscription to be contingent upon the
closing of the voluntary share exchange transaction described in the amended
Section 1.2 and (ii) to provide the Subscriber with further written disclosure
materials upon which to base his or her investment decision.
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Amendment No. 1 to Subscription Agreement - Page 2
INDIVIDUAL INVESTOR SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment No. 1 as of the date set forth below.
Dated: _____________, 2002
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Signature Signature (if purchasing jointly)
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Name Typed or Printed Name Typed or Printed
ISSUER USE ONLY:
This Amendment No. 1 is agreed to and accepted [ ] IN FULL or [ ] to
the extent of ________ shares of Common Stock as of __________, 2002.
SLW ENTERPRISES INC.
By: ___________________
Name: _________________
Title: __________________
Amendment No. 1 to Subscription Agreement - Page 3
CERTIFICATE OF SIGNATORY
(To be completed if the Common Stock is being subscribed for by an entity)
I, __________________________________, am the ___________________(position)
of _____________________________________________________________ (the "Entity").
I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and to purchase
and hold the Common Stock and certify further that the Subscription Agreement
has been duly and validly executed on behalf of the Entity and constitutes a
legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this _____ day of _____________,
2002.
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(Signature)
Name (Printed):_____________________
Title:______________________________
Amendment No. 1 to Subscription Agreement - Page 5