AMENDMENT
(Stock Purchase Agreement)
AMENDMENT, dated as of October 8, 2003, among those persons whose names are
listed on Exhibit A hereto and who have executed a signature page to this
Amendment (the "Sellers") and FreeStar Technology Corporation, a Nevada
corporation with offices at Calle Fantino Falco, X.X. Xxxx Xxxxxxxx, 0xx Xxxxx,
Xxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx ("FreeStar").
R E C I T A L S
The Sellers and FreeStar are parties to a Stock Purchase Agreement, dated
as of September 24, 2003 (the "Agreement"). Terms defined in the Agreement and
used but not otherwise defined herein shall have the meanings given to them in
the Agreement.
The Sellers and FreeStar wish to amend the Agreement as provided herein.
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Paragraph (a) of the Registration Right Agreement, annexed as Exhibit B
to the Agreement, is amended to read in its entirety as follows:
(a) Within one hundred eighty (180) days following the Closing (the
"Filing Date"), FreeStar shall use commercially reasonable efforts to cause
a Form SB-2 shelf registration statement (the "Registration Statement") to
be filed with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), covering resales
of all of the shares of FreeStar Common Stock to be issued to or on behalf
of the Sellers at the Closing pursuant to Section 1.01 of the Purchase
Agreement, and shall thereafter use commercially reasonable efforts to have
the Registration Statement declared effective as promptly as possible
thereafter (the "Effectiveness Date"), and to keep it effective until the
earlier of (i) one year following the Effectiveness Date or (ii) that date
on which all of the FreeStar Common Stock covered by the Registration
Statement may be resold without further restriction pursuant to Rule 144
under the Securities Act. FreeStar shall not permit any shares other than
the FreeStar Common Stock to be issued to or on behalf of the Sellers at
the Closing to be included in the Registration Statement, unless otherwise
agreed by the Sellers.
2. The parties concur that the aggregate number of shares of FreeStar
Common Stock to be issued to the Sellers as calculated in accordance with the
terms of Section 1.07 of the Agreement would be 31,500,000 (the "Original Stock
Consideration"). However, as a result of TA not being in "good standing" in the
State of
Delaware because of an outstanding franchise tax xxxx of $247,517.86, the
parties agree that the Original Stock Consideration shall be revised to deduct
the value of this tax xxxx. Therefore, the aggregate number of shares of
FreeStar Common Stock to be issued to the Sellers shall be 25,312,053 (the
"Revised Stock Consideration").
3. The parties acknowledge that the Sellers have, to date, been unable to
locate a stock certificate representing 16,612 (reverse split-adjusted) shares
of TA Common Stock (the "Missing Stock Certificate"). Pending Sellers' location
of such stock certificate, FreeStar shall only be required to deliver to the
Sellers an aggregate number of shares of FreeStar Common Stock proportional to
the number of shares of TA Common Stock (including the Conversion Right)
actually delivered by the Sellers at the Closing. Therefore, of the 25,312,053
shares represented by the Revised Stock Consideration, FreeStar shall be
required to deliver 25,183,418 shares at the Closing, and the remaining 128,585
shares only upon delivery by the Sellers to FreeStar of the Missing Stock
Certificate.
4. Each Seller acknowledges receipt of and accepts the Offering Memorandum
relating to the FreeStar Common Stock previously delivered. Each Seller affirms
that it is an "accredited investor," as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act
5. All other terms and conditions of the Agreement shall remain in full
force and effect without modification.
[SIGNATURE PAGE FOLLOWS]
AMENDMENT TO STOCK PURCHASE AGREEMENT
SIGNATURE PAGE
This Amendment has been duly executed on the date hereinabove set forth.
FREESTAR TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxx
-----------------------------------------
Name: Xxxx Xxxx
Title: President and Chief Executive Officer
THE SELLERS:
/s/ Xxx Xxxxxxxx
---------------------------------------------
Xxx Xxxxxxxx
NAUTILUS MANAGEMENT LTD.
By: /s/ Xxx Xxxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxxx
Title: Managing Director
