Amendment No. 1 to SECURITIES PURCHASE AGREEMENT
Exhibit 10.4
Amendment No. 1 to SECURITIES PURCHASE AGREEMENT
THIS AGREEMENT (this “Amendment Agreement”) is dated effective as of the 20th day of February, 2015 (the “Effective Date”) among and between Futura Pictures, Inc., a Delaware corporation (“Futura”), Xxxxx Xxxxx, an individual having a business address at 00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, XXX (“Young”), the Young Family Trust (the “Trust”), of which Young is a trustee, Sung-Ho Park, Jae-Min Oh and Rak-Xx Xxx, individuals (each a “Purchaser” and collectively, the “Purchasers”).
WHEREAS Futura, Young, the Trust and the Purchasers are parties to a Securities Purchase Agreement made effective as of February 16, 2015 whereby the Trust has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Trust, a total of 1,070,000 shares of Futura’s common stock (the “Principal Shares”) at the price, and subject to the terms and conditions, set forth in the Securities Purchase Agreement;
AND WHEREAS Futura, Young, the Trust and the Purchasers wish to amend the terms of the Securities Purchase Agreement as set forth herein,
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:
1. Unless otherwise defined in this Amendment Agreement, capitalized terms used herein and in the recitals hereto shall have the meanings set forth in the Securities Purchase Agreement.
2. The parties agree that the Securities Purchase Agreement shall be, and hereby is, amended by deleting Section 4.4 of the Securities Purchase Agreement in its entirety and replacing it with the following:
4.4 Closing Deliveries of Futura. On or prior to the Closing Date, Futura shall deliver or cause to be delivered to the Purchasers the following:
|
(a) |
a certificate, duly executed by Futura and dated as of the Closing Date, in such form as may reasonably be requested by the Purchasers, as to those matters set forth in Section 3.2(c); |
|
(b) |
Sequential resignations and directors resolutions such that Futura’s board of directors shall consist of the following persons, and the following persons shall be appointed as executive officers of Futura as follows: |
|
Name |
Position(s) |
|
Sung-Ho Park |
Chairman of the Board |
|
Jae-Min Oh |
Director, Chief Executive Officer and President |
|
Rak-Gu Xxx |
Xxxxxxxx, Chief Financial Officer, Treasurer and Secretary |
|
(c) |
Notwithstanding Section 1.1(b), if, on the Closing Date, Futura has not yet filed an information statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, or less than 10 days has passed since the date such information statement was filed with the SEC and transmitted to the Company’s stockholders as required by Section 14(f) and Rule 14f-1 of the Exchange Act, then on the Closing Date, Futura shall deliver or cause to be delivered to the Purchasers sequential resignations and directors resolutions such that Futura’s board of directors shall consist of the following persons, and the following persons shall be appointed as executive officers of Futura as follows: |
|
Name |
Position(s) |
|
Xxxxx Xxxxx |
Director |
|
Jae-Min Oh |
Chief Executive Officer and President |
|
Rak-Gu Xxx |
Xxxxxxxx, Chief Financial Officer, Treasurer and Secretary |
As soon as reasonably practicable thereafter, and no later than 10 days after such information statement has been filed with the SEC and transmitted to Futura’s stockholders as required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, Young shall resign as a director of Futura and Sung-Ho Park and Jae-Min Oh shall be appointed as directors of Futura, with Sung-Ho Park being appointed as Chairman of the Board of Futura.
3. Except as modified by this Amendment Agreement, the Securities Purchase Agreement remains in full force and effect in accordance with its terms, and are hereby ratified and confirmed in all respect by the parties thereto.
4. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterpart have been signed by each party hereto and delivered to the other parties.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.
/s/ Xxxxx Xxxxx
XXXXX XXXXX
(in his personal capacity)
THE YOUNG FAMILY TRUST
by its authorized signatories
/s/ Xxxxx Xxxxx
Per:
Xxxxx Xxxxx, Co-Trustee
/s/ Xxxxxxx Xxxxx
Per:
Xxxxxxx Xxxxx, Co-Trustee
FUTURA PICTURES, INC.
by its authorized signatory
/s/ Xxxxx Xxxxx
Per:
Xxxxx Xxxxx, CEO, President and CFO
/s/ Sung-Ho Park
SUNG-HO PARK
/s/ Jae-Min Oh
JAE-MIN OH
/s/ Rak-Gu Xxx
XXX-XX XXX
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