EXHIBIT 10.2
FIRST AMENDMENT
TO
REGULATION S STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO REGULATION S STOCK PURCHASE AGREEMENT, dated
June 25, 2003 (the "First Amendment"), is by and between Ischian Holdings, Ltd.,
a British Virgin Islands International business company (the "Purchaser"), and
Reality Wireless Networks, Inc., a Nevada corporation (the "Company").
RECITALS
A. The Purchaser and the Company entered into a Regulation S Stock
Purchase Agreement dated April 29, 2003, a copy of which is attached hereto as
Exhibit A (the "Agreement"), pursuant to which the Purchaser agreed to purchase
from the Company up to 10,000,000 shares of the common stock of the Company.
B. (i) Article I, Section 1.1, to the Agreement sets forth up to
10,000,000 shares as the number of shares of common stock to be sold to the
Purchaser by the Company pursuant to the Agreement, and (ii) Article I, Section
1.4, to the Agreement sets forth that the Purchaser agrees to use its best
efforts to purchase up to 10,000,000 shares between the execution date of the
Agreement, April 29, 2003, and October 31, 2003.
C. The Purchaser and the Company now wish to amend (i) Article I,
Section 1.1, to provide that, in addition to the 10,000,000 shares of common
stock being sold to the Purchaser in the Agreement, an additional 30,000,000
shares of common stock of the Company will be sold by the Company to the
Purchaser (for a total of 40,000,000 shares to be purchased by the Purchaser
from the Company), and (ii) Article I, Section 1.4, to provide that Purchaser
agrees to use its best efforts to purchase up to 40,000,000 shares between the
execution date of the Agreement, April 29, 2003, and October 31, 2003.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
A. Article I, Section 1.1, of the Agreement is hereby amended to read in its
entirely as follows:
"1.1 The Company agrees to issue and sell to the Purchaser in an
offshore transaction negotiated outside the U.S. and to be consummated
and closed outside the U.S. and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and
conditions of this Agreement, the Purchaser agrees to purchase, subject
to the conditions hereafter set forth, from the Company up to
40,000,000 shares (the "Shares") of the Company at a per share purchase
price which shall be 25% of the bid price of the Company's shares of
Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on
such other United States stock exchange or public trading market on
which the shares of the Company trade if, at the time of purchase, they
are not trading on the OTCBB) for the five (5) consecutive trading days
immediately preceding the date (the "Call Date") the purchase order
(the "Purchase Notice") is received by the Company (the "Purchase
Price").
There will be no minimum floor price."
B. Article I, Section 1.4, of the Agreement is hereby amended to read in its
entirely as follows:
"1.4 The Purchaser agrees to use its best efforts to purchase up to
40,000,000 shares between the date hereof and October 31, 2003.
Purchase shall only be liable to purchase the number of Shares set
forth in each Purchase Notice."
C. Except as specifically amended hereby, the Agreement and the exhibits and
schedules attached thereto and all terms and conditions thereof shall remain in
full force and effect, without modification.
EXECUTED on the date first set forth above.
THE COMPANY:
REALITY WIRELESS NETWORKS, INC.,
a Nevada corporation
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
THE PURCHASER:
ISCHIAN HOLDINGS, LTD., a British
Virgin Islands International
business company
By: /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title:
