EXHIBIT 10.7(a)(1)
AMENDMENT #1 DATED August 30, 2004
TO THE SPA DATED August 19, 2004
This First Addendum ("First Addendum") to the Stock Purchase Agreement
("SPA") is entered into by and between On Alert Systems, Inc. ( "OAS or the
"Company"), a Nevada corporation, inclusive of its successors and assigns, and
Allstars Marketing, Inc., a Florida corporation ("Purchaser"), as follows:
R E C I T A L S
WHEREAS, Company and Purchaser entered into a Stock Purchase Agreement
("SPA") dated as of August 19, 2004, which provided the terms under which
Company will be paid the sum of $6,050 by Purchaser as the consideration
Purchaser agreed to pay to Company for the fair market value of its common stock
in the amount of 88,000 shares. Company agreed to sell to Purchaser and
Purchaser agreed to Purchase pursuant to the terms of an SPA entered into
between the parties; and,
WHEREAS, the Purchaser agreed to execute to the benefit of the Company any
and all documents required by the Company to perfect its interest in and
purchase of the stock so purchased by the Purchaser; and,
WHEREAS, the parties desire to modify certain provisions and reaffirm all
other provisions of the SPA, as applicable;
Now Therefore, in consideration of the mutual covenants, representations
and agreements heretofore entered into between the parties and hereinafter set
forth below, the parties agree that the following provisions should become a
part of the SPA just as if the provisions had been included in the SPA at the
time the Agreement was entered into between the parties. Accordingly, the
parties agree as follows:
1. At the Closing of the purchase, the Company shall sell thirty thousand
(30,000) common shares to the Purchaser for two thousand sixty-three
dollars ($2,063), the fair market value of the common stock so purchased,
and SearchPro Corporation, the Closing agent, shall hold in reserve for 30
days for the purchaser, fifty eight thousand (58,000) common shares (the
"Reserve Shares") to be sold to the Purchaser for three thousand nine
hundred eighty-seven dollars ($3,987).
2. At the thirty-first day subsequent to the Closing of the 30,000 share
Purchase by the Purchaser, if the Company has not yet been funded, from any
source, at least six hundred fifty thousand dollars, then on the 31st day
subsequent to the Closing of the 30,000 share Purchase by the Purchaser,
the Company shall release and sell to the Purchaser the 58,000 shares held
in reserve for the Purchase Price agreed in paragraph #1 above.
3. The Reserve Shares and the funds to purchase the Reserve Shares shall be
held in the Client Trust Account of the Company's Closing Agent, SearchPro
Corporation, of Fort Lauderdale, Florida (the "Agent"), and released by the
Agent upon the assertion, in writing, by the Company, that the Company had
not been funded $650,000 by the 31st day subsequent to the Closing of the
Purchase of the 30,000 shares, at which time the Agent shall wire the
Purchase Price to the Company and deliver the certificate for the 58,000
shares to the Purchaser.
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4. In the event that the Company notifies the Purchaser and the Agent, in
writing, that it has been funded the $650,000 by the 31st day subsequent to
the Closing of the Purchase of the 30,000 shares, then the Agent shall
deliver the shares back to the Company and wire the Purchase price back to
the Purchaser.
5. Conflict and Ratification. Since the intent of this Addendum #1 to the SPA
is to modify certain terms and conditions where the addition, deletion, or
modification of terms and conditions, as contained herein, become a part of
the SPA, in the event the terms and provisions of this Addendum #1 conflict
with the terms and conditions of the SPA, or any other agreements executed
by the parties concerning the SPA, the terms of this Addendum #1 shall
prevail only to the extent that this Addendum has modified such applicable
terms, and shall not be deemed nor construed to add, delete, waive, or
modify any other terms or conditions, or subject any existing terms and
conditions to any interpretation other than what was agreed and executed by
the parties in the Agreements of August 19, 2004; otherwise, the terms and
conditions of such Agreements are hereby ratified and confirmed.
6. Limitations of this Agreement. Limited by its additions, deletions, or
modifications to the specific terms and conditions of the SPA, this
Addendum #1 constitutes the sole and entire agreement of the parties with
respect to such additions, deletions, or modifications to the specific
terms and conditions of the SPA, and supersedes any and all prior or
contemporaneous agreements, discussions, representations, warranties or
other communications regarding such specific additions, deletions, or
modifications to the terms and conditions of the SPA. The provision of this
Amendment#1 shall not be deemed nor construed as a breach, remedy, or
settlement of any provision of the SPA or Registration Rights Agreement
("RRA"), or any other documents executed or delivered on August 19, 2004,
by the parties.
5. Counterparts. This Addendum #1 may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6. Amendments. This Addendum #1 may not be amended or modified without the
written consent of the Company and the Purchaser, nor shall any waiver be
effective against any party unless in writing executed on behalf of such party.
7. Severability. If any provision of this Addendum #1 shall be declared
void or unenforceable by any judicial or administrative authority, the validity
of any other provision and of the entire Addendum #1 shall not be affected
thereby.
8. Titles and Subtitles. The titles and subtitles used in this Addendum #1
are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Addendum #1.
9. Successors and Assigns. This Addendum #1 may not be assigned by any
party hereto without the prior written consent of the other party hereto. The
terms and conditions of this Addendum #1shall inure to the benefit of and are
binding upon the parties, their respective successors, executors, beneficiaries
and permitted assigns of the parties hereto.
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10. Confidentiality. Each party hereto agrees that, except with the prior
permission of the other party, it shall at all times keep confidential and not
divulge, furnish or make accessible to anyone any information or knowledge
relating to (a) any provisions of this Addendum #1, (b) any discussions or
negotiations relating to this Addendum #1 and (c) the identity of the parties to
this Addendum #1 except as required by law or any regulatory agencies. The
parties hereto further agree that there shall be no press release or other
public statement issued by either party relating to this Addendum #1 or the
transactions contemplated hereby, unless the parties otherwise agree in writing,
or as required by applicable regulation or law.
11. Rights of Additional Purchases. The Purchaser shall have the right to
purchase up to one hundred sixty thousand (160,000) additional shares, at the
same price per share as paid pursuant herein for the 88,000 shares, and subject
to the same conditions, such as registration or exemption rights, etc., as the
88,000 shares, but may exercise this right only in the event that: (a) the
Purchaser had purchased 88,000 shares; If only 30,000 shares are purchased, then
this right of additional purchase is null and void: and (b) 180 days from the
Closing, the market capitalization of the Company did not equal or exceed fifty
million ($50,000,000) dollars at that time, or during any month prior to that
time during which the Purchaser's shares were eligible for sale by the
Purchaser. Market capitalization, for purposes of this paragraph, shall be
either the value of the Company's fully diluted outstanding common stock in the
open market as quoted by the electronic reporting services, or, by valuation by
a qualified business appraiser if the shares are not so quoted at the 180th day
from the closing.
IN WITNESS WHEREOF, the Company and the Purchaser have caused this Addendum
#1 to be executed and delivered by the undersigned as of the 30th day of August,
2004.
COMPANY: On Alert Systems, Inc.,
and on behalf of all successors, affiliates and assigns to which this Amendment
#1 may apply
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxx, CEO
PURCHASER: Allstars Marketing, Inc.
By: By: /s/ X.X. Xxxxx
-----------------------------------
X.X. Xxxxx, President
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