EXHIBIT 4.2
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
This Amendment No.1 (the "Amendmet") to the Securities Purchase
Agreement, dated as of February 4, 2002 (the "Agreement"), by and between The
Ashton Technology Group, Inc. ("Ashton") and OptiMark Innovations Inc.
("OptiMark") is made as of this 6th day of March, 2002 by and between Ashton and
OptiMark. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.
WHEREAS the Agreement provides that any term of the Agreement may be
amended with the written consent of Ashton and OptiMark;
WHEREAS in accordance with the foregoing, Ashton and OptiMark desire
to amend the Agreement;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter set forth, Ashton and OptiMark agree as follows:
1. Section 6.12 of the Agreement. Section 6.12(a)(iii) of the Agreement is
hereby amended and restated as follows:
(iii) by either the Company or the Investor, so long as such party has
not materially breached its obligations hereunder, if the Closing
has not occurred on or before April 30, 2002;
2. Except as modified by this Amendment, the Agreement shall remain in full
force and effect.
3. Each of Ashton and OptiMark hereby represent and warrant to the other
that (i) all corporate action on its part and the part of its directors
necessary for the due authorization, execution and delivery of this Amendment
has been taken, and (ii) this Amendment will be a valid and binding obligation
of it enforceable against it in accordance with its terms.
4. Miscellaneous.
a) Governing Law. This Agreement shall be governed in all respects by
the laws of the State of New York without regard to principles of
conflict of laws.
b) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
[The Remainder Of This Page Is Intentionally Left Blank]
IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment to be executed as of the date first written above.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: EVP & General Manager
OPTIMARK INNOVATIONS INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Secretary
