EXHIBIT 10.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First Amendment")
is made by and between Capco Energy, Inc., a Colorado corporation ("Purchaser")
and Meteor Industries, Inc., a Colorado corporation ("Seller").
WHEREAS, Meteor Industries, Inc. and Capco Energy, Inc. executed a Stock
Purchase Agreement, dated January 30, 2001 (the "Stock Purchase Agreement"),
pursuant to which Purchaser is to acquire all of the issued and outstanding
stock of Meteor Enterprises, Inc. ("MEI"), a wholly owned subsidiary of Seller;
WHEREAS, Purchaser now desires to pay a certain portion of the Purchase
Price (as defined in the Stock Purchase Agreement) with a note instead of cash;
WHEREAS, the parties have discovered that Exhibit B to the Stock Purchase
Agreement is incomplete and does not include the property, currently operated by
Meteor Marketing, Inc., located at 00000 Xxxxxxx 00, Xxxxx, Xxxxxxxx, also
referred to as "Petrostop" and whereas the parties now wish to add Petrostop to
Exhibit B;
WHEREAS, Purchaser and Seller now wish to amend the provisions of the Stock
Purchase Agreement as set forth below:
NOW THEREFORE, in consideration of the mutual promises, covenants,
provisions and representations contained herein and in the Stock Purchase
Agreement, the parties hereto agree as follows:
1) Capitalized terms shall have the meanings set forth herein. Capitalized
terms not defined herein shall have the meanings set forth in the Stock Purchase
Agreement.
2) Section 1.2 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
1.2 EFFECTIVE DATE AND CLOSING. The effective date (the "Effective Date")
of this transaction shall be immediately preceding the closing of the
merger between activeIQ Technologies, Inc. and the Seller (the "Merger")
pursuant to an Agreement and Plan of Merger dated January 11, 2001. The
closing of the transactions contemplated herein (the "Closing") shall occur
at a mutually agreeable time and place, but in no event later than April
30, 2001 or such later date as Seller and Purchaser may mutually agree.
3) Section 1.4 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
1.4 PAYMENT OF PURCHASE PRICE. The total Purchase Price shall be paid as
follows:
1.4(a) At Closing, Purchaser shall deliver to Seller (i) a note, in the
principal amount of $500,000 and bearing interest at a rate of 10% per
annum, together with a stock pledge agreement in substantially the forms
attached to this First Amendment as Annex A, (ii) cash in the amount of
$4,697,501 by certified check or wire transfer of immediately available
funds, and (iii) 100,833 shares of Meteor Industries, Inc., common stock
owned by Purchaser.
4) Exhibit B to the Stock Purchase Agreement is hereby replaced with the
Revised Exhibit B attached hereto.
5) Except as specifically modified herein, the parties agree to abide by
and be bound by all the original terms and conditions of the Stock Purchase
Agreement including any attachments thereto.
6) This First Amendment may be executed by the parties hereto in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
AGREED TO AND ACCEPTED this 27th day of April, 2001.
PURCHASER:
CAPCO ENERGY, INC.
By: /s/Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President
SELLER:
METEOR INDUSTRIES, INC.
By: /s/Xxxxxx X. Names
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Xxxxxx X. Names, President
