Exhibit 2.1
First Amendment to
Stock Purchase Agreement
1. Introduction. This First Amendment to the Stock Purchase Agreement made
as of November 25, 2003 between G. Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx and the
Founders Group, Inc. (Sellers) and Electronic Identification, Inc. (Buyer) is
hereby entered into as of December 16, 2003 in order to correct clerical errors
in and to clarify the terms of Section 3 of the Stock Purchase Agreement. All
terms in this First Amendment shall have the same meaning as in the Stock
Purchase Agreement
2. Amendment of Section 3. Section 3 of the Stock Purchase Agreement is
amended and restated in its entirety to read as follows:
"3. Purchase Price. The purchase price shall be common shares of Buyer
exchanged pro-rata for the Corporation stock of each Seller, calculated as
follows. Buyer represents that as of the date of this Stock Purchase
Agreement, there are approximately 8,678,500 shares of common stock of
Buyer either outstanding or issuable upon the exercise of any outstanding
rights (e.g. options or warrants) to acquire common stock of Buyer. In
addition, it is Buyer's intent to issue convertible debt of up to $200,000
convertible into Buyer Common stock at the rate of $0.40 per share (i.e.
500,000 shares). Buyer then intends to issue up to 3,600,000 additional
shares for $.50 per share. After such transactions are completed, it is
anticipated that Buyer will have a total of approximately 12,778,500 shares
of common stock issued or issuable, exclusive of the stock to be issued
under this Agreement.
In the case of the convertible debt and the additional shares,
investors will also receive a warrant for one share for each share acquired
exercisable for one year at an exercise price of $1.25 (Warrant Shares).
Buyer also anticipates adopting a stock option plan that will authorize the
issuance of options to acquire up to 3,000,000 shares of Buyer's common
stock. Such Warrant shares and any options granted under such stock option
plan shall not be included in the calculation of the Estimated Total Buyer
Stock.
Buyer shall, at Closing, issue to Sellers, 19,300.000 shares of Buyer
common stock, less the number of shares necessary for Buyer to reserve to
honor all outstanding options to acquire Corporation common stock (see
Section 5.c of the Stock Purchase Agreement) in exchange for all
outstanding Corporation stock.
3. Amendment of Section 13. Section 13 of the Stock Purchase Agreement is
amended and restated in its entirety to read as follows:
"13. Time and Place Of closing. The closing shall take place at
Buyer's office, on the later of December 19, 2003 at 1 PM Pacific Standard
Time or promptly after Buyer's Articles of Incorporation have been amended
as needed to enable Buyer to issue its common stock to Sellers as provided
for under this Agreement. Closing shall be evidenced by the issuance of
Buyer's common stock to Sellers and the execution of a receipt by each
Seller acknowledging such Seller's receipt of the stock certificate(s)
evidencing such stock.
4. Effect of Amendment. This First Amendment is binding upon and shall
inure to the benefit of the parties' heirs, executors, administrators,
representatives, successors, and assigns. Except as expressly amended by this
First Amendment, all other terms and conditions of the Agreement remain in full
force and effect.
1
5. Applicable Law. This First Amendment shall be construed in accordance
with the laws of Washington, the state in which Buyer is located.
In witness of their agreement to the terms of this First Amendment, the parties
have executed this First Amendment.
/s/ G. Xxxxxx Xxxxxxxx
------------------------------------------
Seller: G. Xxxxxx Xxxxxxxx
Date: 12/16/03
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------------
Seller: Xxxxx X. Xxxxxxxxx
Date: 12/16/03
/s/ Xxxxxxx Xxxxxx
------------------------------------------
Seller: Founders Group, Inc., by Xxxxxxx Xxxxxx, its President
Date: 12/16/03
Buyer: Electronic Identification Corporation
By: /s/ Xxxx Xxxxxxxxx
------------------------------------------
Its: President, Xxxx Xxxxxxxxx
Date: 12/16/03
2
