AMENDMENT
TO
PREFERRED STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT ("Amendment") by
and between Speedemissions, Inc., a Florida corporation ("Speedemissions"), and
Xxxxxx Partners, LP, a Delaware limited partnership ("Xxxxxx"), originally dated
June 30, 2005, is made and entered into this 4th day of August 2005, based on
the terms and conditions set forth herein.
Premises
Xxxxxx and Speedemissions entered into a Preferred Stock Purchase
Agreement on June 30, 2005 (the "Agreement"). The parties have agreed to amend
the Agreement by changing the conversion price per share, eliminating the
conversion price adjustment stated in Exhibit E, and increasing the number of
warrants issued to Xxxxxx.
Agreement
Based on the foregoing premises which are incorporated herein by this
reference and other good and valuable consideration the receipt of which is
hereby acknowledged and the mutual covenants and conditions set forth herein,
the parties agree as follows:
1) Amendment: Section 1.3.14 is hereby amended and restated to read as
follows:
1.3.14 "Purchase Price" means the Six Million Four Hundred and Twenty Thousand
Dollars ($6,420,000.00) paid by the Investor to the Company for the Preferred
Stock and the Warrants, plus an additional One Hundred Ninety Five Thousand
Dollars ($195,000.00) paid by the Investor to the Company upon execution of this
Amendment.
2) Amendment: Section 2.1 (b) is hereby amended and restated to read as
follows:
2.1 (b) The Preferred Stock shall be convertible by the Investor into an
aggregate total of One Hundred Eighty Nine Million (189,000,000) shares of
Common Stock (the "Conversion Shares"); provided, however, that the Investor
shall not be entitled to convert the Preferred Stock into shares of Common Stock
that would result in beneficial ownership by the Investor and its affiliates of
more than 4.9% of the then outstanding number of shares of Common Stock on such
date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
3) Amendment: Section 2.1 (c) is hereby amended and restated to read as
follows:
2.1 (c) Upon execution and delivery of this Agreement and the Company's receipt
of the Purchase Price from the Escrow Agent pursuant to the terms of the Escrow
Agreement, the Company shall issue to the Investor the three Warrants to
purchase an aggregate of Eighty Six Million Four Hundred Forty Eight Thousand
Three Hundred Sixty Four (86,448,364) shares of Common Stock at exercise prices
as stated in the Warrants, all pursuant to the terms and conditions of the form
of Warrants attached hereto as Exhibit C; provided, however, that the Investor
shall not be entitled to exercise the Warrants and receive shares of Common
Stock that would result in beneficial ownership by the Investor and its
affiliates of more than 4.9% of the then outstanding number of shares of Common
Stock on such date. For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.
4) Amendment. Section 3.2 (d) is hereby deleted in its entirety.
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5) Amendment. Section 6.2 is hereby amended and restated to read as
follows:
6.2 Reservation Of Common Stock. As of the date hereof, the Company does not
have sufficient authorized but unissued Common Stock to issue the shares of
Common Stock underlying the Preferred Stock and Warrants. However, within Sixty
(60) days of the Closing, the Company will amend its Articles of Incorporation
to increase the authorized common stock to Two Hundred Fifty Million
(250,000,000) Shares, and within Two Hundred Ten (210) days of the Closing, the
Company will amend its Articles of Incorporation so that there are sufficient
authorized shares for the conversion of the Preferred Stock and the exercise of
the Warrants, and thereafter will reserve and shall continue to reserve and keep
available at all times, free of preemptive rights, shares of Common Stock for
the purpose of enabling the Company to issue the shares of Common Stock
underlying the Preferred Stock and Warrants.
6) Amendment. Schedule A to the Agreement is hereby amended and restated
to read as follows:
NUMBER OF SHARES
OF COMMON STOCK
AMOUNT OF INTO WHICH PREFERRED
NAME AND ADDRESS INVESTMENT STOCK IS CONVERTIBLE
--------------------------- ------------ --------------------
Xxxxxx Partners LP
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 $6,615,000 189,000,000
Attn: Xxxxxx Xxxxxx Xxxxxx
[SIGNATURES ON FOLLOWING PAGE]
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Dated the year and date first above written.
Speedemissions, Inc. Xxxxxx Partners, LP
a Florida corporation a Delaware Limited Partnership
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
Xxxx Xxxxxxxxxxx, President Xxxxxx Xxxxxx Xxxxxx, President
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