Exhibit 10.27
RESTATED STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 to the Restated Stock Purchase Agreement is made as
of the 10th day of March, 2003, by and between Biophan Technologies, Inc. (the
"Company"), a corporation organized under the laws of the State of Nevada,
with its principal offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx
Xxxxxxxxx, Xxx Xxxx 00000, and Spectrum Advisors, Ltd., a Nevis Corporation
with its offices at 00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx X0X 0XX (the
"Purchaser").
WHEREAS, Bonanza Capital Masterfund, Ltd. ("Bonanza") entered into common
stock purchase agreement dated June 6, 2002, which by its terms required the
Company to prepare and file a registration statement within a certain number
of days following the execution thereof; and
WHEREAS, by mutual verbal agreement, Bonanza and the Company agreed that
the Company could delay the filing of its registration statement until the
Company had raised sufficient working capital to fund operations for the short
term; and
WHEREAS, the Purchaser and the Company entered into a Restated Stock
Purchase Agreement dated November 22, 2002 which superseded in its entirety
the purchase agreement between Bonanza and the Company which required the
Company to file a registration statement as promptly as possible; and
WHEREAS, the Company was engaged at that time in its ongoing private
placement which terminated on January 5, 2003 and the Purchaser agreed that
the Company could delay the filing of its registration statement until the
completion of its private placement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
all other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. The Purchaser hereby acknowledges that the Company was engaged in a
private placement of its common stock and warrants until January 5,
2003, and would have been unable to file a registration statement
until completion of that offering.
2. Section 7.1(a) of the Restated Stock Purchase Agreement be and hereby
is amended to read as follows:
"as soon as practicable, but in any event no later than February 1,
2003, prepare and file with the Commission the Registration Statement
on Form SB-2 or other applicable form relating to the sale of the
Shares by the Purchasers from time to time on the facilities of any
securities exchange on which the Common Stock is then traded or in
privately-negotiated transactions, which Registration Statement on
Form SB-2 shall or other applicable from contain all material non-
public information disclosed to the Purchasers by the Company in
connection with the issuance and sale of the Shares."
3. Section 2 of the Restated Stock Purchase Agreement be and hereby is
amended to create a new Section 2.11 which shall read as follows:
"The Company may not make a Draw Down to the extent that, after such
purchase by the Purchaser, the aggregate number of shares of Common
Stock beneficially owned by the Purchaser and its affiliates would
result in beneficial ownership of more than 9.9% of the Company's
then outstanding shares of Common Stock. For purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities and
Exchange Act of 1934, as amended."
4. The balance of the Restated Stock Purchase Agreement shall remain in
full force and affect, unamended.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Restated Stock Purchase Agreement by their signature or the signature of
their duly authorized representatives below.
Biophan Technologies, Inc.
By:____________________________
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
Spectrum Advisors, Ltd.
By: __________________________
Name: Xxxxxx Xxxxxxxx
Title: Director