AMENDMENT 1 TO LOAN AND SECURITIES PURCHASE AGREEMENT
EXHIBIT 10.1
AMENDMENT 1
TO
THIS AMENDMENT 1 TO LOAN AND SECURITIES
PURCHASE AGREEMENT (this “Amendment”) is made as of the 20th day of March, 2008,
by and between Industrial Enterprises of America, Inc. (the “Company”) and Black
Nickel Vision Fund LLC (the “Purchaser”).
RECITALS
WHEREAS, the Company and the Purchaser
are parties to that certain Loan and Securities Purchase Agreement, dated
January 15, 2008 (the “Agreement”); and
WHEREAS, the Company and the Purchaser
have agreed to amend the Agreement to extend the deadline for the Company to
make certain SEC filings and to provide the Purchaser with the additional shares
if the Company is sold during the period prior to the completion of such
filings.
NOW, THEREFORE, in consideration of the
premises, mutual covenants and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
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1.
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AMENDMENT
OF THE AGREEMENT.
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A. The
Agreement is hereby amended by deleting the current Section 4.17 and replacing
it in its entirety with the following:
“4.17 Additional
Shares.
(a) In
the event that the Company is not current in its reporting obligations under the
Exchange Act for any reason on or before April 22, 2008 (the “Filing Deadline”)
(and indicated compliance with such reporting obligations on the cover page of
its most recent period report filed with the Commission), the Company shall
issue each Purchaser, on April 23, 2008, a certificate, evidencing a number of
Shares equal to such Purchaser’s pro-rata portion of 1,500,000 shares of Common
Stock (based on such Purchaser’s Subscription Amount hereunder and the aggregate
Subscription Amount of all Purchasers hereunder).
(b) The
Company agrees that in the event that it receives and accepts an offer to sell
the Company or substantially all of the Company’s assets prior to the earlier to
occur of (i) the Company being current in its reporting obligations under the
Exchange Act, or (ii) the Filing Deadline, that the Company will grant to each
of the Purchasers a certificate evidencing a number of Shares equal to such
Purchaser’s pro-rata portion of 1,500,000 shares of Common Stock (based on such
Purchaser’s Subscription Amount hereunder and the aggregate Subscription Amount
of all Purchasers hereunder).”
B. Except
as expressly provided in this Amendment, all other terms, conditions and
provisions of the Agreement shall continue in full force and effect as provided
therein.
2. MISCELLANEOUS.
A. Headings. The
headings used herein are for convenience of reference only and do not form a
part hereof and do not in any way modify, interpret or set forth the intentions
of the parties.
B. Counterparts. This
Amendment may be executed by the parties hereto in separate counterparts, each
of which, when so executed and delivered, shall be an original but all such
counterparts shall together constitute one and the same instrument.
C. Applicable
Law. This Amendment shall be governed by and construed and
enforced in accordance with the internal laws of the State of New
York.
D. Purchaser. Purchaser
represents and warrants that it is the sole purchaser of the Securities pursuant
to the Agreement.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the day and year first set forth
above.
______________________________
By:
__________________________
Its:
__________________________
Black
Nickel Vision Fund, LLC
______________________________
By:
__________________________
Its:
__________________________
