EXHIBIT 10.8
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, made as of this
June 23, 2005 (this "AMENDMENT"), is made by and among Bridgetech Holdings
International, Inc., a Delaware corporation ("PURCHASER"), and Retail Pilot,
Inc., a California corporation (the "COMPANY").
WHEREAS, Purchaser and the Company are parties to that certain Stock
Purchase Agreement, effective as of March 2005 (the "STOCK PURCHASE AGREEMENT");
WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements set forth in this
Amendment, the parties hereto agree as follows:
1. Defined Terms; Definitions. Capitalized terms that are used but
not defined in this Amendment shall have the meanings ascribed to such terms in
the Stock Purchase Agreement.
2. Effective Time of Amendment. This Amendment and the terms and
provisions hereof shall be effective as of the effective date of the Stock
Purchase Agreement.
3. Amendment to Section 1. Section 1 of the Stock Purchase Agreement
is hereby amended by deleting such section in its entirety and replacing it with
the following Section 1:
"1. Share Issuance; Consideration. The Company agrees to issue
to Purchaser 800,000 shares of the Company's common stock, par
value $1.00 per share (the "Stock"), and Xxxxxxx X. Xxxxxxx
("Xxxxxxx") agrees to transfer to Purchaser 200,000 shares of
Stock ("Xxxxxxx Shares"). Purchaser agrees to: (i) invest
$565,000 in the Company and (ii) issue 585,406 shares of
Purchaser's common stock (the "Purchaser Stock") to Xxxxxxx."
4. Xxxxxxx Representations and Warranties. Xxxxxxx hereby represents
and warrants to Purchaser as follows:
(a) Xxxxxxx is an accredited investor as defined in Rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act").
(b) This Agreement is made with Xxxxxxx in reliance upon
Xxxxxxx'x representation to Purchaser, which by Xxxxxxx'x execution of this
Agreement, Xxxxxxx hereby confirms, that the Purchaser Shares to be acquired by
Xxxxxxx will be acquired for investment for Xxxxxxx'x own account, not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof.
(c) Xxxxxxx understands that the Purchaser Shares have not
been, and will not be, registered under the Securities Act, by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of Xxxxxxx'x representations as expressed herein. Xxxxxxx
understands that the Purchaser Shares are "restricted securities" under
applicable U.S. federal and state securities laws and that, pursuant to these
laws, Xxxxxxx must hold the Purchaser Shares indefinitely unless they are
registered with the Securities and Exchange Commission and qualified by state
authorities, or an exemption from such registration and qualification
requirements is available. Xxxxxxx acknowledges that Purchaser has no obligation
to register or qualify the Purchaser Shares for resale. Xxxxxxx further
acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Purchaser
Shares, and on requirements relating to Purchaser which are outside of Xxxxxxx'x
control, and which Purchaser is under no obligation and may not be able to
satisfy.
(d) Xxxxxxx understands that the Purchaser Shares and any
securities issued in respect of or exchange for the Purchaser Shares, may bear
one or all of the following legends:
(i) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO PURCHASER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933."
(ii) Any legend required by the securities laws of any
state to the extent such laws are applicable to the Purchaser Shares
represented by the certificate so legended.
5. Amendment to Section 4(b). Section 4(b) of the Stock Purchase
Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following Section 4(b): "(b) Delivery by Purchaser of the
consideration set forth in Section 1;".
6. Amendment to Section 5(f). Section 5(f) of the Stock Purchase
Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following Section 5(f):
"(f) There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or
requiring any consent or approval that shall not have been
obtained."
7. Amendment to Section 6(f). Section 6(f) of the Stock Purchase
Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following Section 6(f):
"(f) There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions contemplated hereby, or
requiring any consent or approval that shall not have been
obtained."
8. Termination of Shareholders' Agreement. That certain Retail
Pilot, Inc. Stockholders' Agreement, dated March 16, 2005 by and among the
Company, the Shareholders of the Company and Purchaser is hereby terminated.
9. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their heirs, executors, administrators,
successors and permitted assigns. The Stock Purchase Agreement, as amended by
this Amendment, shall remain in full force and effect following the
effectiveness of this Amendment in accordance with Section 2 hereof.
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10. Restatement of Stock Purchase Agreement. The terms and
provisions of this Amendment may be incorporated into an amended and restated
version of the Stock Purchase Agreement that restates, but does not further
amend, the Stock Purchase Agreement as amended by this Amendment.
11. Counterparts. This Amendment may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all of such counterparts taken together shall
constitute one and the same Amendment. A facsimile copy of a party's signature
to this Amendment shall be deemed to be an original.
12. Governing Law. This Amendment shall be deemed to be made in, and
in all respects shall be interpreted, construed and governed by and in
accordance with the laws of the State of California.
(Signatures on following page.)
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first written above.
BRIDGETECH HOLDINGS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxx III
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Name: Xxxxxx X. Xxxx III
Title: Executive Vice President and Chief
Financial Officer
RETAIL PILOT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President/CEO
XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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