EX-2.4
AMENDMENT 3 TO ACQUISITION AGREEMENT
AMENDMENT III
Pursuant to Section 12.3 Amendment, Parties in Interest, Assignment, Etc, of the
Agreement executed by and between FREESTAR TECHNOLOGY CORPORATION ("FSRC"), and
HEROYA INVESTMENTS LIMITED ("HEROYA") on the 10th day of September 2002, the
Parties have on this 27th day of June 2003 agreed to amend the terms and
conditions of certain Sections thereof as follows.
This AMENDMENT III supplements changes introduced to the abovementioned
Agreement through AMENDMENT I, executed by and between the Parties on the 16th
day of December 2002, and AMENDMENT II executed by and between the Parties on
the 25th day of February 2003, to the extent that the cash consideration for
FSRC's acquisition of Rahaxi Processing shall be reduced from approximately 13%
to 0% by means of a final equity payment in FSRC common stock. Thus, FSRC's
holding of Rahaxi shares increases from 26 to 30 (representing 100% of the 30
shares issued and outstanding in Rahaxi).
1. Purchase and sale. Subject to the terms and conditions contained in this
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Amendment, on the Closing Date, FSRC shall purchase One Hundred percent (100%)
of Rahaxi in exchange for FSRC common stock representing the outstanding cash
balance of Five Hundred and Two Thousand One Hundred US Dollars ($502,100),
bringing FSRC total equity payments to a cash value equivalent of Four Million
Three Hundred Thousand US Dollars ($4,300,000), hereinafter referred to as the
"Purchase Price", which shall be secured with guarantee(s), in the form of an
equivalent amount of common stock of FSRC pursuant to Section 3. The Purchase
Price shall be payable within 3 months from the date of Closing, per the payment
schedule described in Section 2.1.
2. Closing. The closing (the "Closing") of the sale and purchase of the Rahaxi
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Shares shall take place on June 27th, 2003, or at such other date, time or place
as may be agreed upon in writing by the parties hereto, but not later than
September 10th, 2003 (the" Termination Date"). The date of the Closing is
sometimes herein referred to as the "Closing Date"
2.1. Payments, Payment Schedule.
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a. The remainder of the Purchase Price shall be paid in common stock of
FSRC as follows:
i. FSRC shall issue to HEROYA eight million one hundred thousand
(8,100,000) shares of its common stock in consideration for
the remaining thirteen point three percent (13.3%) of Rahaxi's
common stock outstanding (additional 4 of 30 Rahaxi shares
outstanding) no later than September 10th 2003.
b. FSRC shall provide operating capital to Rahaxi as required
to ensure adequate funding of Rahaxi's expenditure at all times,
including scheduled technology upgrades (EMV, Release 6, IPG,etc.)
commencing on February 1st 2003.
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c. Title to the shares of Rahaxi will pass to FSRC simultaneously
with the equity payment as mentioned in Section 2.1. a. hereabove.
d. If FSRC fails to remit the equity payment mentioned in Section
2.1. a. i, FSRC shall forfeit all rights hereunder save for the 26 of
the Rahaxi shares previously acquired through the abovementioned
Amendment I and Amendment II. If FSRC fails to remove the restrictive
legend on the FSRC common stock paid in lieu of cash through the
abovementioned Amendment I or Amendment II, or this Amendment
(Amendment III), promptly one year from the relevant Closing dates
(December 16th 2002, February 25th 2003 and June 27th 2003), thereby
rendering such stock "free trading" on the first anniversary of their
respective Closing dates (22 million shares on December 16th 2003,
23.2 million shares on February 25th 2004 and 8.1 million shares on
June 27th 2004), FSRC shall forfeit all rights hereunder.
e. From the Closing Date until June 27th 2004, HEROYA shall
receive ten percent (10%) of the net profits of Rahaxi.
3. Agreements, Conditions and Covenants. FSRC shall have performed or complied
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with all agreements, conditions and covenants required by this Amendment to be
performed or complied with on or before the Termination Date. In particular,
FSRC shall have transferred to HEROYA and validly pledged in favor of HEROYA
common stock of FSRC in an amount equivalent to the cash Purchase Price as
security for the performance of FSRC's obligations under the present Agreement.
For the purpose of this Section 3., the amount of FSRC common stock transferred
to HEROYA shall be based on $0.07 per share fully diluted. The amount of FSRC
common stock shall be equivalent to the cash value of the Purchase Price at all
times, regardless of market activity or dilution subsequently arising in FSRC.
This Amendment forms part of the abovementioned Agreement executed by and
between FREESTAR TECHNOLOGY CORPORATION ("FSRC") and HEROYA INVESTMENTS LIMITED
("HEROYA") on the 10th day of September 2002. Sections mentioned hereabove
replace and supersede corresponding Sections of the original Agreement between
the Parties having been executed on the 10th day of September 2002.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of
this 27th day of June 2003.
AGREED TO: AGREED TO:
FREESTAR TECHNOLOGY CORP. HEROYA INVESTMENTS LIMITED
By: Canis Nominees Limited
By: /s/ Xxxx Xxxx By: /s/ Soren Valbro
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Name: Xxxx Xxxx Name: Soren Valbro
Title: President Title: Director,
Canis Nominees Limited
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