Exhibit 10.16
SECOND ADDENDUM
TO
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
This Second Addendum to First Amendment to Securities Purchase
Agreement is made this seventh day of December, 2001, by and between Alpha
Virtual, Inc. (formerly Perceptronics, Inc.), a Delaware corporation (the
"Company"), and Global Alpha Corporation, a British Virgin Islands company
("Purchaser").
R E C I T A L S
WHEREAS, the Company and Purchaser entered into a Securities Purchase
Agreement dated April 5, 2001, a true copy of which is attached hereto as
"Exhibit A" and incorporated herein by reference, and a First Amendment to
Securities Purchase Agreement dated August 3, 2001, a true copy of which is
attached hereto as Exhibit "B" and incorporated herein by reference and an
Addendum to First Amendment to Securities Purchase Agreement dated November 5,
2001, a true copy of which is attached hereto as Exhibit "C" and incorporated
herein by reference (the "Addendum to First Amendment"); and
WHEREAS, the parties hereto are desirous of terminating the Addendum to
First Amendment amending the First Amendment to Securities Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits to be derived
hereunder, the parties agree as follows:
1. The Addendum to First Amendment is hereby terminated and shall have
no further force or effect.
2. Subparagraphs 2(h), (i), (j), (k) and (l) of the First Amendment to
Securities Purchase Agreement are deleted in their entirety and new
subparagraphs 2(h), (i), (j), (k) and (l) are substituted therein as follows:
" (h) Eighth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Eighth Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) of the Company's
Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,778 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Eighth Warrant, the term of the Eighth Warrant
shall terminate on December 10, 2001.
" (i) Ninth Warrant. The Company shall execute and deliver to Purchaser
a warrant (the "Ninth Warrant") to purchase One Hundred Seventy-Five
Thousand Dollars ($175,000) of the Company's Common Stock at an
exercise price of the fair market value or Twenty-Two and One-Half
Cents ($0.225) per share, whichever is less. (For example, if the
lowest price is $0.225 per share, then the Purchaser would divide
$175,000 by $0.225 and the Company would issue 777,778 of its shares of
Common Stock.) The fair market value shall be the "bid" price of the
Company's Common stock on the Over-the-Counter:Bulletin Board at the
close of business on the fifth (5th) business day preceding the
conversion date. Subject to the terms and conditions of the Ninth
Warrant, the Ninth Warrant shall terminate on January 4, 2002.
" (j) Tenth Warrant. The Company shall execute and deliver to Purchaser
a warrant (the "Tenth Warrant") to purchase up to One Hundred
Seventy-Five Thousand Dollars ($175,000) of the Company's Common Stock
at an exercise price of the fair market value or Twenty-Two and
One-Half Cents ($0.225) per share, whichever is less. (For example, if
the lowest price is $0.225 per share, then the Purchaser would divide
$175,000 by $0.225 and the Company would issue 777,778 of its shares of
Common Stock.) The fair market value shall be the "bid" price of the
Company's Common stock on the Over-the-Counter:Bulletin Board at the
close of business on the fifth (5th) business day preceding the
conversion date. Subject to the terms and conditions of the Tenth
Warrant, the Tenth Warrant shall terminate on February 8, 2002.
" (k) Eleventh Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Eleventh Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) shares of the
Company's Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,778 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Eleventh Warrant, the Eleventh Warrant shall
terminate on March 8, 2002.
" (l) Twelfth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Twelfth Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) of the Company's
Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,778 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Twelfth Warrant, the Twelfth Warrant shall
terminate on April 5, 2002."
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3. Warrants numbered AWC-8, AWC-9, AWC-10, AWC-11 and AWC-12 are
hereby cancelled and terminated and shall be returned to the Company by
Purchaser. Such cancelled warrants shall be replaced with Warrants numbered
BWC-8, BWC-9, BWC-10, BWC-11 and BWC-12, which warrants shall reflect the
amended purchase price.
4. New subparagraphs 2(m), (n), (o) and (p) are hereby approved and
are included in the First Amendment to Securities Purchase Agreement as follows:
" (m) Thirteenth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Thirteenth Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) of the Company's
Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,778 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Thirteenth Warrant, the Thirteenth Warrant shall
terminate on May 3, 2002.
" (n) Fourteenth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Fourteenth Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) of the Company's
Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,778 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Fourteenth Warrant, the Fourteenth Warrant shall
terminate on June 7, 2002.
" (o) Fifteenth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Fifteenth Warrant") to purchase up to One
Hundred Seventy-Five Thousand Dollars ($175,000) of the Company's
Common Stock at an exercise price of the fair market value or
Twenty-Two and One-Half Cents ($0.225) per share, whichever is less.
(For example, if the lowest price is $0.225 per share, then the
Purchaser would divide $175,000 by $0.225 and the Company would issue
777,779 of its shares of Common Stock.) The fair market value shall be
the "bid" price of the Company's Common stock on the
Over-the-Counter:Bulletin Board at the close of business on the fifth
(5th) business day preceding the conversion date. Subject to the terms
and conditions of the Fifteenth Warrant, the Fifteenth Warrant shall
terminate on July 5, 2002.
" (p) Sixteenth Warrant. The Company shall execute and deliver to
Purchaser a warrant (the "Thirteenth Warrant") to purchase up to One
Hundred Twenty-Six Thousand Dollars ($126,000) of the Company's Common
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Stock at an exercise price of the fair market value or Twenty-Two and
One-Half Cents ($0.225) per share, whichever is less. (For example, if
the lowest price is $0.225 per share, then the Purchaser would divide
$126,000 by $0.225 and the Company would issue 560,000 of its shares of
Common Stock.) The fair market value shall be the "bid" price of the
Company's Common stock on the Over-the-Counter:Bulletin Board at the
close of business on the fifth (5th) business day preceding the
conversion date. Subject to the terms and conditions of the Thirteenth
Warrant, the Thirteenth Warrant shall terminate on August 2, 2002.
5. Warrants numbered BWC-13, BWC-14, BWC-15 and BWC-16 shall be
executed by the parties hereto reflecting the provisions set forth in paragraph
4 above.
6. Except as expressly provided for herein, all other provisions of the
First Amendment to Securities Purchase Agreement dated August 3, 2001, between
the parties shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS ON NEXT PAGE]
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[SIGNATURE PAGE TO ADDENDUM TO FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Securities Purchase Agreement as of the day and year first above
written.
"COMPANY" ALPHA VIRTUAL, INC.,
a Delaware corporation
By: _______________________________
Name: Xxx Xxxxx
Title: Chief Executive Officer
Address:
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
"PURCHASER" GLOBAL ALPHA CORPORATION
a British Virgin Islands company
By: _______________________________
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
Address:
Craigmuir Xxxxxxxx
X.X. Xxx 00
Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
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