EXHIBIT 10.15
AMENDMENT NO. 1
TO
SHARES SALE AND PURCHASE AGREEMENT
Amendment No. 1, dated as of December 31, 2001 (the "Amendment"), to the Shares
Sale and Purchase Agreement dated November 28, 2001 (the "Agreement"), by and
among Image Sensing Systems, Inc., a company incorporated in Minnesota, USA
("ISS"), Berkeley Development Limited, a company incorporated in the British
Virgin Islands ("BDL"), Mr. Mats Xxxxx Xxxxxx, a resident of Hong Kong
("Xxxxxx"), and Grove Place Limited, a company incorporated in the British
Virgin Islands ("Grove").
WHEREAS, the parties to this Amendment previously entered into the
Agreement, pursuant to which BDL, Xxxxxx and Grove (collectively, the "Vendors")
have agreed to sell, and ISS has agreed to purchase, all of the outstanding
shares, par value HK$1.00 per share, of Flow Traffic Limited, a company
incorporated in Hong Kong, owned by the Vendors; and
WHEREAS, the parties desire to amend the Agreement in certain respects,
in accordance with Section 9 of the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment of the Agreement. The Agreement shall be amended as follows:
(a) Section 5(e) of the Agreement is hereby amended to read in its
entirety as follows:
"US$125,000 of the Xxxxxx Consideration shall be payable by ISS in the
form of a non-interest bearing, non-negotiable note convertible into
50,000 shares of common stock of ISS, par value US$.01 per share, at
any time within five years from the date of issuance (the "Xxxxxx
Note"). Xxxxxx may demand payment for the Xxxxxx Note at any time after
April 1, 2003; provided that the Xxxxxx Note may be prepaid at the
option of ISS for its face amount at any time during calendar year 2002
or for US$150,000 at any time after April 1, 2003. If not converted or
paid by January 7, 2007, the Xxxxxx Note will be redeemed by ISS on
such date for its face amount of US$125,000."
(b) Section 5(f) of the Agreement is hereby amended to read in its
entirety as follows:
"US$125,000 of the Grove Consideration shall be payable by ISS in the
form of a non-interest bearing, non-negotiable note convertible into
50,000 shares of common stock of ISS, par value US$.01 per share, at
any time within five years from the date of issuance (the "Grove
Note"). Grove may demand payment for the Grove Note at any time after
April 1, 2003; provided that the Grove Note may be prepaid at the
option of ISS for its face amount at any time during calendar year 2002
or for US$150,000 at any time after April 1, 2003. If not converted or
paid by January 7, 2007, the Grove Note will be redeemed by ISS on such
date for its face amount of US$125,000."
2. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed as of the date first above written.
IMAGE SENSING SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
BERKELEY DEVELOPMENT LIMITED
/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director
MR. MATS XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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GROVE PLACE LIMITED
/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title:
