EX-2.3
AMENDMENT 2 TO ACQUISTION AGREEMENT
AMENDMENT II
Pursuant to Section 12.3, Amendment, Parties in Interest, Assignment,
Etc., of the agreement executed by and between FREESTAR TECHNOLOGY
CORPORATION ("FSTI"), and HEROYA INVESTMENTS LIMITED ("HEROYA") on
the 10th day of September 2002, the Parties have on this 25th day of
February 2003 agreed to amend the terms and conditions of certain
Sections thereof as follows.
This AMENDMENT II supplements changes introduced to the
abovementioned Agreement through AMENDMENT I, executed by and between
the Parties on the 16th day of December 2002, to the extent that the
cash consideration for FSTI's acquisition of Rahaxi Processing shall
be reduced from approximately 47% to approximately 13%. Thus, FSTI's
holding of Rahaxi shares increases from 16 to 26 (representing
approximately 87% of the 30 shares issued and outstanding).
1. Purchase and Sale. Subject to the terms and conditions contained
in this Agreement, on the Closing Date, FSTI shall purchase One
Hundred percent (100%) of Rahaxi in exchange for Four Million Three
Hundred Thousand US Dollars ($4,300,000), hereinafter referred to as
the "Purchase Price", which shall be secured with guarantee(s), in
the form of an equivalent amount of common stock of FSTI pursuant to
Section 8.2. The Purchase Price shall be payable within 12 months
from the date of closing, per the payment schedule described in
Section 2.1.
2. Closing. The closing (the "Closing") of the sale and purchase of
the Shares shall take place on February 25th, 2003, or at such other
date, time or place as may be agreed upon in writing by the parties
hereto, but not later than March 10th, 2003 (the" Termination Date").
The date of the Closing is sometimes herein referred to as the
"Closing Date"
2.1 Payments, Payment Schedule.
a. The Purchase Price shall be paid in common stock of FSTI and in
cash as follows:
i. FSTI shall issue to HEROYA twenty three million two hundred
thousand (23,200,000) shares of its common stock in
consideration for an additional thirty three point three
percent (33.3%) of Rahaxi's common stock outstanding
(additional 10 of 30 shares) no later than March 10th 2003.
ii. FSTI shall make a cash payment of One Hundred Thousand US
Dollars ($100,000) to HEROYA no later than March 10th 2003
and receive one (1) additional share of Rahaxi.
iii. FSTI shall make a cash payment of Fifteen Thousand US
Dollars ($15,000) to HEROYA no later than March 16th 2003.
iv. FSTI shall make a cash payment of Fifteen Thousand US
Dollars ($15,000) to HEROYA no later than April 16th 2003.
v. FSTI shall make a cash payment of Fifteen Thousand US
Dollars ($15,000) to HEROYA no later than May 16th 2003.
vi. FSTI shall make a cash payment of Fifteen Thousand US
Dollars ($15,000) to HEROYA no later than June 16th 2003.
vii. FSTI shall make a cash payment of Fifteen Thousand US
Dollars ($15,000) to HEROYA no later than July 16th 2003.
viii. FSTI shall make a cash payment of Thirty Five Thousand
US Dollars ($35,000) to HEROYA no later than August 16th
2003.
ix. FSTI shall make a cash payment of Thirty Five Thousand US
Dollars ($35,000) to HEROYA no later than September 16th
2003.
x. FSTI shall make a cash payment of Fifty Thousand US Dollars
($50,000) to HEROYA no later than October 16th 2003 and
receive one (1) additional share of Rahaxi.
xi. FSTI shall make a cash payment of One Hundred Thousand US
Dollars ($100,000) to HEROYA no later than November 16th
2003 and receive three (3) additional shares of Rahaxi.
xii. FSTI shall make a cash payment of One Hundred and Ninety
Two Thousand Five Hundred US Dollars ($157,100) to HEROYA
no later than December 16th 2003 and receive five (5)
additional shares of Rahaxi.
b. FSTI may pay the entire Purchase Price in full at any time.
c. FSTI shall provide operating capital to Rahaxi as required to
ensure adequate funding of Rahaxi's expenditure at all times,
including scheduled technology upgrades (EMV, Release 6, IPG,
etc.) commencing on February 1st 2003.
c. Title to the shares of Rahaxi will pass to FSTI simultaneously
with each payment as mentioned in Section 2.1. a. hereabove.
d. If FSTI fails to remit the payments mentioned in Section 2.1. a.
(i -xii) and c., FSTI shall forfeit all rights hereunder save
for 10 of the Rahaxi shares acquired pursuant to Section 2.1. a.
If FSTI has failed to deliver 23,200,000 shares of FSTI common
stock mentioned in Section 2.1. a. i., and fails to remit the
payments mentioned in Section 2.1. a. (i -xii) and c., FSTI
shall forfeit all rights hereunder.
e. The scheduled payment dates mentioned in Section 2.1. a.
hereabove refer to dates when funds are due free and clear in
HEROYA's account.
f. From the Closing Date until February 25th 2004, HEROYA shall
receive Ten percent (10%) of the net profits of Rahaxi
irrespective of the numbers of shares actually acquired by FSTI.
8.2 Agreements, Conditions and Covenants. FSTI shall have performed
or complied with all agreements, conditions and covenants required by
this Agreement to be performed or complied with by it on or before
the Closing Date in particular FSTI shall have transferred to HEROYA
and validly pledged in favor of HEROYA common stock of FSTI in an
equivalent amount of USD $4,300,000 as security for the performance
of FTSI obligations under the present agreement. For the purpose of
this Section 8.2., the amount of FSTI common stock transferred to
HEROYA shall be based on $0.07 per share or such fully diluted,
lower, share price which reflects any dilution subsequently arising
from an increase in the number of shares outstanding in the FSTI as
compared to the number of shares outstanding on the Closing Date.
This Amendment forms part of the abovementioned Agreement executed by
and between FREESTAR TECHNOLOGIES, INC. ("FSTI"), and HEROYA
INVESTMENTS LIMITED ("HEROYA") on the 10th day of September 2002.
Sections mentioned hereabove replace and supersede corresponding
Sections of the original Agreement between the Parties having been
executed on the 10th day of September 2002.
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of this 25th day of February 2003.
AGREED TO: AGREED TO:
FREESTAR TECHNOLOGY CORPORATION HEROYA INVESTMENTS LIMITED
By: /s/ Xxxx Xxxx By: Canis Nominees Limited
Xxxx Xxxx, President
By: /s/ Soren Valbro
Soren Valbro, Director
