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EXHIBIT 10.2
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FIRST AMENDMENT
[DATED MARCH 21, 1997]
TO
STOCK PURCHASE AGREEMENT
[DATED AS OF FEBRUARY 14, 1997]
BY AND AMONG
LIMT LOCAL INSERTION MEDIA TECHNOLOGY AB (PUBL)
AND
INDENET, INC.
RESPECTING THE ACQUISITION OF STOCK IN
CHANNELMATIC, INC.
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FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT to STOCK PURCHASE AGREEMENT ("Amendment"), dated
March 21, 1997, is made by and between Limt Local Insertion Media Technology
AB, a Swedish corporation ("Purchaser"), and IndeNet, Inc., a Delaware
corporation, ("Stockholder"), being the majority shareholder of Channelmatic,
Inc., a Delaware corporation (the "Company").
STATEMENT OF BACKGROUND INFORMATION
A. Purchaser and Stockholder entered into that certain Stock Purchase
Agreement, dated as of February 14, 1997 ("Agreement"), pursuant to which the
Purchaser was to purchase Stockholder's 666,667 shares of common stock of the
Company (the "Stock"), and an option to acquire the remaining 333,333 shares of
the common stock.
B. The acquisition originally was to have closed on February 27,
1997. On February 26, 1997, Purchaser notified Stockholder that it believed
certain conditions precedent had not been satisfied and that the Agreement was
thereby terminated. The Deposit provided for in Section 1.2 of the Agreement
has been deposited in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, LLP client trust
account. Negotiations have ensued and the parties have agreed to certain
modifications to the Agreement.
C. Stockholder and Purchaser desire to certain provisions of the
Agreement and to complete the acquisition, as hereinafter provided.
D. Capitalized terms used in this Amendment and not defined shall
have the same meanings assigned in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties contained in this Amendment, the parties agree
as follows:
1. Section 1.1 of Article I of the Agreement shall be deleted in
its entirety and replaced with the following:
"ARTICLE I
SALE OF SHARES
1. Sale of Shares. Subject to the terms and conditions
herein stated, Stockholder agrees to sell, assign, transfer and
deliver to Purchaser on the Closing Date, and Purchaser agrees to
purchase from Stockholder on the
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Closing Date, the Stock and the right to acquire the ▇▇▇▇▇▇▇ Shares
(as provided in Section 8.2), as follows:
1.1 Purchase of Stock. Subject to the terms and
conditions herein stated, Stockholder agrees to sell, assign, transfer
and deliver to Purchaser on the Closing Date, and Purchaser agrees to
purchase from Stockholder on the Closing Date, the Stock.
(a) Price. In full consideration for
the purchase by Purchaser of the Stock and the right to acquire the
▇▇▇▇▇▇▇ Shares, Purchaser shall pay to Stockholder cash in the
aggregate amount of Five Million Two Hundred Fifty Thousand Dollars
($5,250,000) (all references to currency herein are to United States
Dollars unless clearly indicated to the contrary), issue in the name
of Stockholder 237,700 shares of the common stock in Purchaser, and
issue its Convertible Subordinated Debenture I ("Convertible Note") in
the amount of SEK 10.697.500 and its Convertible Subordinated
Debenture II ("Note") in the amount of SEK 10.696.494. The Convertible
Note shall be subject to an option in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to
purchase the Convertible Note from Stockholder for its face amount
during the period from May 1, 1997 through December 31, 1998.
(1) Cash Portion. The cash portion of
the purchase price shall be paid to Stockholder by Purchaser's
delivery of bank cashier's checks or other immediately available
funds, payable to the order of Stockholder the total amount of Five
Million Two Hundred Fifty Thousand Dollars ($5,250,000).
(2) Share Portion. Purchaser shall
deliver to Stockholder evidence that Stockholder is the registered
holder of Two Hundred Thirty Seven Thousand Seven Hundred (237,700)
shares of Purchaser's common stock (the "LIMT Shares").
(3) Note Portion. Purchaser shall
deliver to Stockholder the Convertible Note, dated as of May 1, 1997,
which shall be in the principal amount of SEK 10.697.500, with
interest at the rate of 5.5% per annum payable quarterly via wire
transfer, all due and payable April 30, 2000. The Note shall provide
that the principal, together with any accrued interest thereon, may be
prepaid, in full or in part, at any time prior to December 31, 1998,
and interest shall thereupon cease on the portion so prepaid. The
Note shall also provide that (x) at any time after December 31, 1998,
the Note will be convertible at the option of the registered holder
into shares of the common stock of Purchaser at the rate of one share
for each SEK 90 of principal amount to be converted, (y) a holder
desiring to convert shall give written notice to Purchaser not later
than ten (10) days prior to the end of the term and (z) if not
converted or paid in full on or prior to the end of the term the Note
will thereupon be due and the conversion right will lapse.
Purchaser shall also deliver to Stockholder the Note, dated as of May
1, 1997, which shall be in the principal amount of SEK 10.696.494,
with interest at the
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rate of 5.5% per annum, payable on the last day of each calendar
quarter via wire transfer, in twelve (12) equal quarterly installments
of principal and interest, with any unpaid principal and interest due
and payable three (3) years from the date of issuance. The Note shall
provide that the principal, together with any accrued interest
thereon, may be prepaid, in full or in part, at any time and that if
the Note is paid in full prior to December 31, 1998, such prepayment
may be made in the amount of Eighty Percent (80%) of the then unpaid
principal balance, plus accrued but unpaid interest. The Note shall
also provide that (x) if any payment is not received within ten (10)
days after its due date, Stockholder shall give written notice of such
nonpayment to Purchaser, who shall have thirty (30) days thereafter to
cure the default, (y) in the event payment is not made within such
cure period, Purchaser shall be in default and Stockholder shall have
the right, in addition to any other available remedies, to convert the
unpaid portion of the Note into LIMT Shares at Eighty Percent (80%) of
the conversion rate applicable under the Convertible Note, i.e., at
SEK 72. The Note and Convertible Note will be in the form of Exhibits
1-A and 1-B, respectively, attached hereto.
(b) Delivery of Securities. The parties
understand and agree that the actual delivery of the LIMT Shares shall
be made pursuant to the provisions of the Swedish Securities Account
Act. The LIMT Shares will be issued as interim shares as soon as
Stockholder has taken all necessary steps to open a securities account
at a Swedish bank or stock brokerage firm. The LIMT Shares will be
converted into ordinary shares as soon as the increase in the share
capital in Purchaser has been registered with the Swedish Patent and
Registration Office. The issuance of the Convertible Note requires
the approval of the shareholders of Purchaser, which approval will be
sought at a meeting of the shareholders scheduled for April 14, 1997.
The Convertible Note, in the form of Exhibit 1-B, shall be delivered
to Stockholder not later than April 30, 1997. In the event the
shareholders of Purchaser fail to approve the issuance of the
Convertible Note, Purchaser will deliver an additional 118,850 shares
of the common stock of Purchaser to Stockholder not later than April
30, 1997 in satisfaction of the obligations of Purchaser under Section
1.1(a)(3)."
2. New Sections 1.3 and 1.4 shall be added, as follows:
"1.3 Effective Date. Purchaser shall have all the
rights and duties appurtenant to the ownership of the Shares from and
after the Closing. For accounting purposes, the transfer of ownership
shall be deemed to have occurred as of the close of business on March
31, 1997.
1.4 Exclusion of Intangible. The parties
recognize and agree that the books and records of Stockholder reflect
an intangible asset consisting of the excess purchase price paid by
Stockholder upon the acquisition of the Shares over the fair market
value of the tangible assets of the company. This intangible asset
shall be a remain the asset of Stockholder, subject only to whatever
tax amortization rights Company might have respecting such intangible
asset under applicable law and regulations."
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3. Section 8.3, Repurchase Option, shall be deleted in its
entirety.
4. For purposes of Section 2, and for all other purposes under
the Agreement, the Disclosure Date shall be March 24, 1997.
5. A new Section 3.7 shall be added, as follows:
"3.7 Conformity with Swedish Law. The enforcement
and default terms and conditions of the Convertible Note and the Note,
as described in Section 1.1(a)(3), conform with normal practice for
similar instruments under typical Swedish procedures and represent
valid and enforceable obligations as against Purchaser.
6. Section 7.1 shall be deleted in its entirety and replaced with
the following:
"7.1 Time and Place. The sale referred to in
Section 1.1 shall take place at 2:00 P.M. at the offices of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, LLP, 550 West "C" St. Nineteenth Floor, San
Diego, California, on March 24, 1997, or at such other time and date
as the parties hereto shall by written instrument designate. Such
time and date are herein referred to as the 'Closing Date.'"
7. Sections 7.3(a) and (b) shall be deleted in their entirety and
replaced with the following:
(a) Bank cashier's checks or other
immediately available funds in the total amount of $5,250,000, as
provided in Section 1.1(a)(1) in such separate instruments as may be
necessary to pay in full all obligations respecting the ▇▇▇▇▇▇▇ Option
or that constitute an encumbrance on the shares or on the assets of
the Company, including specifically payment of $3.344,641 to Killer
Barn, Inc. in full satisfaction of the promissory note and $92,900 in
full satisfaction of the payments due under the ▇▇▇▇▇▇▇ Option;
(b) Such evidence of the deliveries and
registrations, as provided in Section 1.1(b).
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8. Except as amended hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, each of Stockholder and Purchaser has caused its
corporate name to be hereunto subscribed by its duly authorized officer, as of
the day and year first above written.
PURCHASER: Limt Local Insertion Media Technology AB,
a Swedish corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
Its Chairman of the Board
STOCKHOLDER: IndeNet, Inc.,
a Delaware corporation,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Its President
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