Exhibit 10.12
AMENDMENT NO. 1
Dated as of October 25, 2002
TO
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
PICK-UPS PLUS, INC.
(a Delaware Corporation)
AND
PUPS INVESTMENT, LLC
(a Florida Limited Liability Company)
Dated as of March 14, 2002
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 (this "Amendment") to the Stock Purchase Agreement
dated as of March 14, 2002, by and between Pick-Ups Plus, Inc., a Delaware
corporation and PUPS Investment, LLC, a Florida limited liability company (the
"Agreement"). Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, the Company agreed to issue and
sell to Investor, and Investor agreed to purchase from the Company an aggregate
of Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the Company's
Common Stock (the "Shares"), from time to time in accordance with a schedule of
purchases and sales set forth in Exhibit B to the Agreement;
WHEREAS, Investor is not in full compliance with Paragraph 2.1 of the Agreement
with respect to the purchase of Shares in the aggregate amount of Two Hundred
Thousand and 00/100 Dollars ($200,000.00);
WHEREAS, pursuant to Paragraph 2.2 of the Agreement, Investor has an option to
purchase from the Company, up to an additional Five Hundred Thousand and 00/100
Dollars ($500,000.00) of the Company's Common Stock at a per share exercise
price of 03/100 Dollars ($0.03) on or before December 31, 2002;
WHEREAS, Investor and/or its agent ("Agent") have performed significant and
valuable services to the Company, without compensation, since February 1, 2002;
WHEREAS, pursuant to Paragraphs 8.3 and 8.8 of the Agreement, the Company
desires to (i) waive Investor's non-compliance with Paragraph 2.1 of the
Agreement, and (ii) (a) to amend the Agreement to extend the time for the
purchase of shares under Paragraph 2.1 of the Agreement, and (b) to extend the
expiration date of the optional purchase right under Paragraph 2.2 of the
Agreement, upon the terms and conditions hereinafter set forth;
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company's stockholders for the Company to enter into
the transactions contemplated by this Agreement, upon the terms and subject to
the conditions set forth herein; and
WHEREAS, the Board of Directors of the Company has, in light of and upon
the terms and subject to the conditions set forth herein, resolved to approve
and adopt this Agreement and the transactions contemplated hereby;
NOW, THEREFORE, in consideration of the foregoing premises, the services
Investor and/or Agent has provided to the Company without compensation since
February 1, 2002, and the agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE II
SALE AND PURCHASE OF SHARES
Paragraphs 2.1 and 2.2 of the Agreement are hereby amended as follows:
2.1 Sale and Purchase of Shares. On the basis of the representations,
warranties and agreements contained herein, and subject to the terms and
conditions hereof, the Company agrees to issue and sell to Investor, and
Investor agrees to purchase from the Company, from time to time in accordance
with the schedule of purchases and sales set forth on amended Exhibit B hereto,
an aggregate of Two Hundred Thousand and 00/100 Dollars ($200,000.00) of the
Company's Common Stock. The number of Shares to be purchased by Investor and
the purchase price per Share to be paid by Investor is as set forth on amended
Exhibit B hereto.
2.2 Optional Purchase of Future Shares. Commencing on the date hereof
for the period up to or before December 31, 2003, Investor shall have the right,
but shall not be obligated to, from time to time, purchase from the Company, up
to an additional Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the
Company's Common Stock (the "Future Shares"). In the event that Investor, upon
the terms and conditions contained herein, exercises its right to purchase
Future Shares, the Company hereby agrees to issue Future Shares to Investor at a
per share price of 03/100 Dollars ($0.03). Investor agrees at no time during
the option period will he purchase or hold more than 9.9% of the company's
common stock
[Signature page follows.]
IN WITNESS WHEREOF, each of the Company and the Investor has caused this
Amendment to the Agreement to be executed by their respective representative
duly authorized, all as of the date first above written.
The Company:
PICK-UPS PLUS, INC.
/s/ Xxxx Xxxxxxxxxx
By: ______________________________________
Xxxx Xxxxxxxxxx, Its President
Investor:
PUPS INVESTMENT, LLC
/s/ Xxxxxxx Xxxxxx
By: ______________________________________
Xxxxxxx Xxxxxx, Its Managing Member
SPA - Amendment No. 1.doc
Exhibit B of the Agreement is hereby amended as follows:
EXHIBIT B
TO STOCK PURCHASE AGREEMENT
DATED AS OF MARCH 14, 2002
SCHEDULE OF STOCK PURCHASES AND PURCHASE PRICES
DATE OF PURCHASES AGGREGATE PURCHASE PRICE NUMBER OF SHARES PRICE
PER SHARE
Closing Date $150,000 (1) 7,500,000 $.02
March 15, 2002 $50,000 2,000,000 $.025
March 31, 2002 $100,000 4,000,000 $.025
April 15, 2003 $50,000 2,000,000 $.025
April 30, 2003 $100,000 4,000,000 $.025
May 15, 2003 $50,000 2,000,000 $.025
TOTALS $500,000 21,500,000 -
_______
1 Prior to the Closing Date of this Agreement, various loans in the aggregate
amount of One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000.00) were
made to the Company between January 29, 2002 and March 13, 2002. Upon the
execution of this Agreement, such loans shall terminate and all such funds shall
represent a prepayment on the Aggregate Purchase Price due on the Closing Date.
