TOP SOURCE TECHNOLOGIES, INC.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, XX 00000-0000
September 27, 1999
Xx. Xxxxxx Xxxx Xxxxxx
TMF Investments, Inc.
00 X Xxxxxxx Xxxx
Xxxxxxx Xxxx, XX 00000
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Esq.
Gentlemen:
This letter is to amend the Stock Purchase Agreement entered into among Top
Source Technologies, Inc. (the "Company") and the addressees of this letter on
November 17, 1998, in the following respects:
1. The second certificate of designation for the Series B Convertible Redeemable
Preferred Stock (the "Series B Preferred") shall be amended in order to extend
the time of the Company to redeem the Series B Preferred at 115% of stated value
plus accrued dividends through and including December 31, 2000, and the Series B
Preferred shall not be convertible prior to January 1, 2001, without the express
written consent of the Company.
2. In all other respects, the Stock Purchase Agreement is ratified and
confirmed.
3. As consideration for this modification, the Company shall issue warrants to
purchase 250,000 shares of its common stock at an exercise price of $2.38 per
share expiring at 6:00 p.m. New York time on October 27, 2009. Of these
warrants, 142,857 shall be issued to Wilmington Trust Co. and Xxxxxx Xxxx Xxxxxx
Co-trustees U/A dated 11/25/70, and 107,143 shall be issued to the Xxxxxx Xxxx
Xxxxxx, Trustee U/A dated 10/23/85, f/b/o descendants of Xxxxxx X. Xxxxxx.
Xx. Xxxxxx and Wilmington Trust
September 27, 1999
Page -2-
Please execute a copy of this letter agreement evidencing your agreement
to be bound.
Sincerely yours,
Xxxxxxx X. Xxxxxx, Xx.
President
We hereby agree to the foregoing.
Wilmington Trust Co. and Xxxxxx Xxxx Xxxxxx, Co-Trustees U/A dated 11/25/70
BY: /s/Xxxxxx Xxxx Xxxxxx, Trustee
Xxxxxx Xxxx Xxxxxx, Trustee
Xxxxxx Xxxx Xxxxxx, Trustee
U/A dated 10/23/85 f/b/o descendents of Xxxxxx X. Xxxxxx
BY: /s/Xxxxxx Xxxx Xxxxxx, Trustee
Xxxxxx Xxxx Xxxxxx, Trustee
