AMENDMENT TO SECURITIES PURCHASE AGREEMENT
EXHIBIT
10.2
AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
This
Amendment to Securities Purchase Agreement (the “Amendment”) is made and entered
into on February 28, 2006 by and between Xxxxxxxxx.xxx, Inc. (the “Company”),
and Oceanus Value Fund, L.P. (the “Buyer”) with respect to the following facts
and circumstances:
A.
The
Company and the Buyer have previously executed and delivered a Securities
Purchase Agreement dated February 28, 2006 (the “Agreement”) pursuant to which,
among other things (i) the Company has issued a $350,000 12% Senior Secured
Convertible Promissory Note (the “Note”) to the Buyer in the form attached to
the Agreement, (ii) contemporaneous with the execution and delivery of the
Agreement, Xxxxx X. France, Jr., Xxxxxxx X. France, Manex Group, Xxxxxx
Xxxxxxxxx, Xxxx X. Xxxxxxx Trust, CMS, LLC, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx,
Xxxxx Xxxxxx and Corporate Growth Partners (collectively, the “Pledgors”) were
each to execute and deliver a Guaranty, Pledge and Security Agreement (the
“Pledge Agreements”) in the form attached to the Agreement and (iii) prior to
the execution and delivery of the Agreement, the Company, the Buyer, FIIC,
Inc.
and Xxxxx X. Xxxxxxxx (as Escrow Agent) entered into an Escrow Agreement
in the
form attached to the Agreement.
B.
In
light of a change in circumstances, the parties hereby (i) amend the Agreement,
the Note and the Escrow Agreement and (ii) enter into certain other agreements,
in each case as set forth below. All capitalized terms used and not otherwise
defined in this Amendment shall have the meaning set forth in the
Agreement.
NOW,
THEREFORE, in consideration of their respective promises contained herein
and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1.
Partial
Note Repayment; Extension of Maturity Date. Contemporaneous
with the execution and delivery of this Amendment, the Company shall repay
to
the Buyer $258,000 in principal amount of the Note, leaving the Note’s principal
balance at $92,000. In addition, the parties hereby agree that the “Maturity
Date” of the Note shall be extended to May 29, 2006. The Buyer shall make a
notation of such repayment and extension on the face of the Note; as a result,
there shall be no need for the Company to issue a replacement Note reflecting
the new principal amount and Maturity Date.
2.
Reduction
in Number of Pledgors and Pledge Agreements. The
Buyer
hereby agrees that the Pledge Agreements with all of the Pledgors except
Xxxxx X.
France, Jr. are hereby cancelled and of no further force or effect. As a
result,
(i) to the extent that any of those cancelled Pledge Agreements have not
yet
been delivered in connection with the Closing of the Agreement, no such delivery
shall be required and (ii) no person other than the Buyer and Xxxxx X. France,
Jr. shall be required to sign the Agreement at page 19.
-1-
3.
Payments
by the Company. Contemporaneous
with the execution and delivery of this Amendment, the Company shall (i)
pay to
the Buyer $7,019 as payment in full of the interest owed to the Buyer by
FIIC,
Inc. on a $350,000 12% Senior Secured Promissory Note dated November 29,
2006
and (ii) pay $3,500 to Xxxxx X. Xxxxxxxx for legal expenses incurred by the
Buyer.
4.
Automatic
Amendment; Ratification of Remaining Terms. To
the
extent that the provisions of the Note and the Escrow Agreement are amended
hereby, those documents are hereby deemed automatically amended consistent
herewith, so that no separate amendment of those documents shall be required.
Except as expressly set forth in this Amendment, all of the terms and provisions
of the Agreement, the Note and the Escrow Agreement shall remain in full
force
and effect.
IN
WITNESS WHEREOF, the Buyer and the Company have caused this Amendment to
be duly
executed by their respective authorized persons on the date first written
above.
XXXXXXXXX.XXX,
INC.
By:
/s/ Xxxxx X. France
President
By:
/s/ Xxxxxx Xxxxxxxxx
Secretary
OCEANUS
VALUE FUND, L.P.
By:
Oceanus Asset Management, L. L. C.,
General
Partner
By:
/s/ Xxxx X. Xxxxxxx
Xxxx
X.
Xxxxxxx, Member
-2-
