FIRST AMENDMENT TO B&D FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION AGREEMENT
EXHIBIT
10.2
FIRST
AMENDMENT TO B&D FOOD CORPORATION PREFERRED SHARE SUBSCRIPTION
AGREEMENT
THIS
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this "Agreement") is made as of
November 19, 2008, by and among B&D Food Corporation, a corporation
organized under the laws of Delaware ("BDFC"), and Xxxxxx Xxxxxx, Xxxxxxx
Xxxxxx and Xxxx Xxxxx, each an individual residing in Israel (the "Purchasers").
Whereas,
the
parties hereto entered into a subscription agreement (the “Original Agreement”)
relating to the Series A Preferred Shares (defined
below) on
September 28, 2008 in order to convert the outstanding principal and interest
owing in respect of a $10,000,000 pursuant to a promissory note dated July
8,
2005, as amended by the amendment to the promissory note dated May 7, 2007
and a
second amendment to the promissory note dated September 28, 2008 (the “Note”),
as well as certain management fees owed to Xxxxxx and Xxxxxxx Xxxxxx into equity
in BDFC;
Whereas,
the
parties to the Original Agreement erroneously indicated the number of Series
A
Preferred Shares referenced therein as 373,595,592 and now wish to correct
this
mistake by indicating the correct number of shares;
Now,
therefore,
in
consideration of the mutual premises and covenants contained herein, and
intending to be legally bound, the parties hereto agree as follows:
1.
Section 1.1 of the Original Agreement shall be hereby amended by replacing
“373,595,592” with “3,735,956”. Section 1.2 of the Original Agreement shall be
amended by adding at the end of this section the text “and Xxxxxx Xxxxxx and
Xxxxxxx Xxxxxx releasing their claim for certain management fees promised to
them by BDFC (the Series A Preferred Shares corresponding to such management
fees being 992,067 Series A Preferred Shares).” The second bullet point in
Section 1.3 shall hereby be amended by replacing “one” with “ten”. These
amendments shall be effective as of September 28, 2008.
2.
All
other terms and conditions of the Original Agreement remain in full force and
effect.
3.
Governing
Law and Jurisdiction.
This
Agreement shall be governed by, and be construed in accordance with, the laws
of
the State of New York (without giving effect to the conflicts of laws
provisions thereof). The parties agree that any disputes arising hereunder
shall
be submitted to the non-exclusive jurisdiction of the courts of the State of
New
York.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
B&D
Food Corporation
Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxx
