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Exhibit: 4.6FT
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is dated the
7 day of February, 1994, by and among XXXXXXX X. XXXXX and XXXXXXX XXXXXX XXXXX,
husband and wife (collectively "XX XXXXX"), XXXXX AND DARILYNE XXXXX, husband
and wife (collectively "XX XXXXX"), and FUTECH EDUCATIONAL PRODUCTS, INC., an
Arizona Corporation ("Corporation").
RECITALS:
XX Xxxxx and the Corporation entered into a Stock Purchase
Agreement dated January 27, 1994 ("Agreement"). The parties wish to amend the
Agreement.
IN CONSIDERATION OF THE FOREGOING, the parties hereby agree
as follows:
1. The Agreement is hereby deemed modified as follows:
a. Ownership. The Stock to be acquired shall be owned
eight percent (8%) by XX Xxxxx and two percent (2%) by XX
Xxxxx.
b. Payment. Paragraph 2 of the Agreement is amended
to read as follows:
"Upon the execution of this Agreement XX Xxxxx shall pay to
the Corporation the sum of Two Hundred Thousand Dollars
($200,000.00) cash, and XX Xxxxx shall pay to the Corporation
the sum of Eight Hundred Thousand Dollars ($800,000)
consisting of $200,000 cash and $600,000 to be supplied by XX
Xxxxx obtaining a line of credit (non-revolving) in said
amount for Corporation immediately upon signing of this
Agreement. The line of credit shall be made at commercially
reasonable terms approved by Corporation. XX Xxxxx shall be
obligated to pay all costs and expenses in obtaining the line
of credit, and shall make all payments on the line of credit.
On or before June 1, 1994, XX Xxxxx shall cause the line of
credit to be reduced by $200,000; on or before October 1,
1994, Goetts shall cause the line of credit to be reduced by
an additional $200,000, and on or before January 25, 1995, XX
Xxxxx shall cause the line of credit to be paid in full and
cancelled. XX Xxxxx may extend these payment dates an
additional thirty (30) days provided no defaults exist under
the line of credit.
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Corporation acknowledges that Corporation will be signatory on
the line of credit for not more than twenty percent (20%) of
the first monies to be paid on the line of credit. Corporation
shall be obligated to grant security against $750,000 of
equipment owned by the Corporation. In return for the $200,000
paid by XX Xxxxx, Corporation will issue a Stock Certificate
to XX Xxxxx for 173,170 shares of the common capital stock of
the Corporation, and in return for the $200,000 paid by XX
Xxxxx and the $600,000 line of credit (to be paid by XX
Xxxxx), Corporation will issue a Stock Certificate to XX Xxxxx
for 692,682 shares of the common capital stock of the
Corporation. Collectively, the stock issued to XX Xxxxx and
the stock issued to XX Xxxxx are referred to as the "Shares".
The certificate evidencing the Shares will be imprinted with a
conspicuous legend stating that the Shares have not been
registered under the Securities Act of 1933, as amended (the
"ACT"), and referring to certain restrictions on transfer or
encumbrance of the shares."
c. Representations. XX Xxxxx shall be deemed to have
made the representations in Paragraph 5 only on behalf of XX
Xxxxx. XX Xxxxx shall be deemed to have made the
representations in Paragraph 5 only on behalf of XX Xxxxx.
d. Defined Terms. Except as noted, all references to
"Goetts" in the Agreement shall mean both XX Xxxxx and XX
Xxxxx.
2. Except as modified, the Agreement remains in full force.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxxx Xxxxx
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Xxxxxxx Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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/s/ Darilyne Xxxxx
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Darilyne Xxxxx
FUTECH EDUCATIONAL PRODUCTS, INC.,
an Arizona corporation
BY: /s/ Xxxxxxx XxXxxxxxx
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ITS: President
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