Exhibit 10.9
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This First Amendment to Securities Purchase Agreement (this
"Amendment"), dated as of October 1, 2000, between CAROUSEL FINANCE LIMITED, a
limited liability company organized and validly existing under the laws of the
Isle of Man, with its principal executive office located at Xxxxxxxxxxxxx Xxxxx,
Xxxxxx Xxxx, Xxxxxxxx Road, Xxxxxxx, British Isles 1M24RB ("Buyer") and
XXXXXXXXXXXX.XXX, INC., a Florida Corporation, with its principal executive
offices located at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx
00000 ("Issuer") amends the Securities Purchase Agreement dated as of September
13, 2000 (the "Agreement") between the Buyer and the Issuer.
Preliminary Statement
The Issuer and the Buyer executed the Agreement in anticipation of the
completion of the purchase of One Million shares of the Issuer's common stock to
the Buyer prior to the date hereof. As the result of unanticipated
circumstances, that was not accomplished. Nonetheless, the Buyer continues to
wish to acquire the Units of the Issuer and the Issuer continues to wish to sell
the Units to the Buyer. Accordingly, the parties wish to extend the final
Closing Date. To further facilitate the transaction, the Buyer and Issuer wish
to allow for the purchase and sale of factional Units.
NOW, THEREFORE, considering the foregoing and the exchange of mutual
promises as set forth in the Agreement and this Amendment, the Buyer and the
Issuer agree as follows:
1. Effect of Amendment. The parties to this Amendment hereby amend and
modify the Agreement in accordance with the terms set forth in this Amendment.
To the extent any inconsistencies exist between the terms and provisions of the
Agreement and the terms and provisions of this Amendment, the terms and
provisions of this Amendment shall control. To the extent any provision of the
Agreement is not amended or modified by this Amendment, such provision of the
Agreement shall continue in full force and effect. All defined terms shall have
the meanings set forth in the Agreement unless otherwise indicated herein.
2. Section 1.1 of the Agreement is hereby amended and restated in its
entirety as follows:
1.1 Sale and Purchase. Subject to the satisfaction (or waiver) of the
conditions set forth in Article 5 and Article 6 below, from time to
time the Issuer shall issue and sell to Buyer, and Buyer shall purchase
from the Issuer, the Units (each, a "Closing"). Fractional Units may be
sold and purchased, and the Purchase Price adjusted accordingly. The
Units shall be delivered to the Buyer in exchange for the Purchase
Price following the Closing according to the timing and manner
established in the Escrow Agreement.
3. Section 1.2 of the Agreement is hereby amended and restated in its
entirety as follows:
1.2 Closing Date. The date and time of each Closing shall be subject to
(i) delivery of the Purchase Price into escrow pursuant to the Escrow
Agreement and (ii) notification of satisfaction (or waiver) of the
conditions to the Closing set forth in Article 5 and Article 6 hereof,
(or such other date as is mutually agreed to by the Issuer and the
Buyer), but in any event shall be prior to December 31, 2000.
IN WITNESS WHEREOF, the Buyer and the Issuer have caused this Agreement
to be duly executed and delivered as of the date first written above.
ISSUER: BUYER:
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XXXXXXXXXXXX.XXX, INC. CAROUSEL FINANCE LIMITED
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx
President Director
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