AMENDMENT TO REG. S STOCK PURCHASE AGREEMENT
BY AND BETWEEN LASERLOCK TECHNOLOGIES, INC.
AND CALIFORNIAN SECURITIES S.A.
This Agreement (the "Amendment") made as of this 15th day of October
2003 by and between LaserLock Technologies, Inc., a Nevada corporation having
offices at 000 Xxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000 (the "Company"), and
Californian Securities S.A., Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx of Panama (the "Purchaser").
R E C I T A T I O N S
WHEREAS, the Company and the Purchaser have entered that certain
Regulation S Stock Purchase Agreement dated May 2, 2003 (the "Agreement")
whereby the Company agreed to sell and the Purchaser agreed to purchase up to
18,000,000 shares of common stock of the Company ("Shares") on the terms and
conditions set out therein; and
WHEREAS, the Company has sold and the Purchaser has purchased all of the
allotted 18,000,000 shares as set forth in the Agreement; and
WHEREAS, the Purchaser has received offers to purchase 4,629,639 shares
of common stock ("Additional Shares") from third parties in a Reg. S transaction
pursuant to the Agreement in addition to the 18,000,000 Shares already purchased
and delivered; and
WHEREAS, the Company desires to sell and the Purchaser has agreed to
purchase an additional 4,629,639 Shares, and except as set forth below, on the
same terms and subject to the same conditions as set forth in the Agreement; and
WHEREAS, the Company has 2,250,000 shares of common stock that are
authorized but unissued ("Option Shares"), said shares having been reserved for
delivery against certain options granted by the Company ("Options"); and
WHEREAS, the Company has agreed with the holders of the Options to cancel
said Options, releasing the Option Shares from reserve.
WHEREAS, the Company has, except as stated above with regard to the
Option Shares, issued or reserved all of its authorized shares of common stock
and is unable, as of the date of this Amendment, to issue new shares of common
stock without the approval of its shareholders to an amendment to the Company's
Certificate of Incorporation increasing the total number of authorized common
shares.
NOW THEREFORE, the Company and the Purchaser, intending to be bound and
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, covenant and agree as follows:
1. Purchase and Sale: In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of the
Agreement, which representations, warranties, covenants, terms and
conditions shall apply equally to the Additional Shares as if fully set
forth herein, the Company agrees to sell to the Purchaser in an "offshore
transaction" as defined by Regulation S, and the Purchaser agrees to
purchase, subject to the conditions hereinafter set forth, 4,629,639 Shares
of the Company.
2. Payment: The purchase price for the Additional Shares shall be computed by
multiplying the total number of Additional Shares by $.075 an aggregate of
$347,223.
3. Closing and Delivery: The delivery of the Additional Shares and the payment
by the Purchaser therefore shall take place in the manner described in
Section 1.2 of the Agreement.
a. The Company shall deliver 2,250,000 shares on or before October 27 to
CSSA, said shares to be paid for and delivered in accordance with
Section 1.2 of the Agreement. If the Company fails to deliver the Option
Shares in accordance with this Paragraph 3(a), then this Amendment
shall, at the option of Purchaser, terminate and be of no further
effect.
b. If the Company has not fulfilled its duties under Paragraph 3(a), and if
this Amendment has not been otherwise terminated by Purchaser, then the
Company shall deliver into escrow (the "Escrow") borrowed shares equal
to the total number of the Additional Shares in the form of borrowed
stock certificates, endorsed in blank with signatures Medallion
guaranteed, said certificates to be held and disbursed in accordance
with that certain escrow agreement of even date herewith by and among
the Company, the Purchaser, the lender of the deposited certificate,
Pacific Continental Securities (UK) Nominees Limited and the escrow
agent named therein (the "Escrow Agreement"). The Purchaser shall pay
the purchase price of $347,223 for the Additional Shares, by wire
transfer directly to the Company within 24 hours of receipt of evidence
of the Company's deposits into the Escrow as provided for in the Escrow
Agreement between the parties.
c. If the Company fulfills its duties under Paragraph 3(a), then the
undelivered balance of the Additional Shares or 2,379,639 shares
("Remainder Shares") shall deliver the Escrow borrowed shares equal to
the total number of the Remainder Shares in the form of borrowed stock
certificates, endorsed in blank with signatures Medallion guaranteed,
said certificates to be held and disbursed in accordance with the Escrow
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Agreement. The Purchaser shall pay the purchase price for the Remainder
Shares, totaling $178,473 ("Proceeds"), by wire transfer directly to the
Company within 24 hours of receipt of evidence of the Company's deposits
into the Escrow as provided for in the escrow agreement between the
parties. Payment of the Proceeds shall constitute performance by the
Purchaser hereunder.
d. The Company shall substitute a newly issued certificate or certificates
("Substitute Certificate") for the borrowed shares in the Escrow, said
new certificate or certificates to be held and distributed in accordance
with the terms and conditions of the Escrow Agreement. The Escrow
Agreement shall govern the time allowed for the deposit of the
Substitute Certificate and the consequences of the Company failing to
deposit Substitute Certificates for the Remainder Shares. The Company's
failure to fulfill its obligations under the Escrow Agreement shall
constitute a breach of this Agreement.
4. Increasing Authorized Shares: The Company acknowledges that except as set
forth above, it has issued, or reserved for issuance, all of its authorized
shares in prior transactions. The Company agrees to take all steps
necessary to obtain shareholder approval of an amendment to the Company
Articles of Incorporation to increase the authorized number of shares of
common stock from 40,000,000 to at least 45,000,000.
5. Indemnification: The Company acknowledges that time is of the essence in
completing the transactions contemplated under this Amendment. Anything in
the Agreement to the contrary notwithstanding, the Company agrees to
indemnify and hold Purchaser harmless from any all proceedings, charges,
complaints, claims, causes of action, demands, injunctions, judgments,
orders, decrees, rulings, damages, investigation and/or remediation costs,
dues, penalties, fines, costs of defense and other costs, amounts paid in
settlement, liabilities, obligations, responsibilities, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys'
fees and expenses to which it becomes liable on account of the Company's
failure to deliver Additional Shares. Without limiting the generality of
the foregoing, the Company acknowledges that its failure to deliver the
Additional Shares may subject Purchaser to claims and liability to third
parties including InterSecurities, or its customers, and Pacific
Continental Securities (UK) Limited or its customers.
The indemnity provisions set out in this Paragraph 5 are in addition to
and not in substitution of the indemnity provisions of Article 7 of the
Agreement.
6. Termination: This Amendment shall terminate on the first to occur of:
a. The fulfillment of the terms of this Amendment by both parties.
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b. The agreement of the parties, provided however, that the rights and
responsibilities of the parties under Paragraph 5 and the
representations and warranties in the Agreement shall survive for 2
years from date hereof; or
c. In any event on January 15, 2004.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
LaserLock Technologies, Inc. Californian Securities S.A.
By: XXXXXX XXXXXXX By XXXXXX XXXXX
------------------ ------------------------
Name: Xxxxxx Xxxxxxx
Title: President & CEO
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