AMENDMENT TO NOTE PURCHASE AGREEMENT
EXHIBIT
4.8.1
AMENDMENT
TO NOTE PURCHASE AGREEMENT
This AMENDMENT TO NOTE PURCHASE
AGREEMENT (this "Amendment") is made as of this 17th day of
December, 2007 by and between First Montauk Financial Corp., a New Jersey
corporation (the "Company"), and AEFC FMFK Investment Corp., a Delaware
corporation ("Purchaser"). The parties agree as follows:
A. Whereas
the Company and Purchaser have entered into that certain NOTE PURCHASE AGREEMENT
dated as of December 7, 2007 (the "Agreement"); and
B. Whereas
the Company and Purchaser wish to amend the Agreement to conform the Agreement
to the mutual understanding of the parties as set forth below.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Section
1.3 of the Agreement is hereby deleted in its entirety and replaced with the
following:
"Warrants. In
the event the Company (i) does not draw the full $2,000,000 principal amount
available under the Note, and (ii) the Note has not been prepaid by July 1,
2008, the Company will issue to the Purchaser a warrant to purchase 2.8571
shares of Common Stock, at an exercise price of $0.35 per share, as adjusted,
for each one dollar of principal amount available but not drawn upon under the
Note, which warrant shall be in the form attached hereto as Exhibit C (the "Contingent
Warrant"). The Warrant term shall be from the date of issuance
to December 31, 2008, or December 31, 2012 in the event the Company defaults in
the payment of the Note. In the event the Company elects to prepay
its obligations under the Note, the Company will issue the Purchaser a warrant
to purchase that number of shares of Common Stock as provided for in the Note,
at an exercise price of $0.35 per share, as adjusted, which warrant shall be in
the form attached hereto as Exhibit D (the "Prepayment
Warrant")."
3. No Other
Changes. Except as specifically amended via this Amendment,
all other provisions of the Agreement shall remain in full force and
effect.
4. Effectiveness of
Amendment. This Amendment shall become effective as of
December 7, 2007.
5. Counterparts. This
Amendment may be executed in one of more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF, the Company and Purchaser have caused this Amendment to be
dully executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
|
|
By:
|
/s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |||
| Title : | President and Chief Executive Officer | ||
| AEFC FMFK Investment Corp. | |||
| By: | /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | |||
| Title: | Secretary | ||
SIGNATURE
PAGE TO AMENDMENT TO NOTE PURCHASE AGREEMENT
