Exhibit 10.4
FIRST ADDENDUM TO SECURITIES PURCHASE AGREEMENT
THIS FIRST ADDENDUM made as of this 16th day of October, 2007 by and between
Global Resource Corp., a corporation organized and existing under the laws of
Nevada, having an address of Bloomfield Business Park, 000 Xxxxxxxxxx Xxxxx,
Xxxxx 0, Xxxx Xxxxxx, Xxx Xxxxxx 00000 ("the "Company"), and Mercatus &
Partners, Limited, a private limited company organized and existing under the
laws of the United Kingdom, having an address of Xxx X. Xxxxxxx Xxxxxxxxxx #0,
00000 Xxxx, Xxxxx (the "Purchaser")
WITNESSETH THAT:
WHEREAS, on or about December 20, 2006 the parties entered into a
certain "Securities Purchase Agreement"("Agreement), which Agreement provided
for the purchase by Purchaser of 888,889 shares of the Company's Common Stock
(1) within forty (40) days from the date of delivery of the shares to the
Custodial Bank, (2) at a price of $2.25 per share, subject to certain
after-purchase price adjustments, but (3) where subsequent to the execution of
the Agreement the Company deposited an additional 1,776,777 shares as an offset
to the price adjustment, but the Agreement was not amended to cover such
additional deposit;
WHEREAS, the date for payment of the purchase price was extended by the
Company on two occasions, to March 31, 2007, but there has been no subsequent
extension and the Agreement is technically in default;
WHEREAS, the Company has previously demanded a return of the additional
shares, which have not been returned, but the parties have discussed the
situation and desire to establish a situation continuing such deposit and
placing the demand for the return in temporary abeyance;
WHEREAS, the parties have negotiated and reached certain
understandings, and desire a document to evidence and formalize those
understandings;
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants contained herein, the parties have agreed and do
hereby agree, as follows:
1. The provision in the Introduction to the Agreement for the payment of the
purchase price within forty (40) days after the deposit of the shares is hereby
superseded. The purchase price shall be paid on or before November 30, 2007,
time being of the essence. The reference in the Introduction to the Agreement to
the "time line and transaction sequence [as set forth] in Schedule 1", which
items have never been provided, is hereby superseded. Such time line, so far as
is now relevant, is that the purchase price shall be paid in installments,
commencing on October 19, 2007 and continuing through November 15, 2007. Any
amount(s) not paid by November 15, 2007 shall be paid in full on or before
November 30, 2007, time being of the essence.
2. Subject to the provisions of the foregoing paragraph, the Company hereby
agrees to hold its demand for a return of the additionally deposited 1,776,777
shares in abeyance. However,
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Purchaser acknowledges such demand, and agrees that if the funds are not fully
paid by November 30, 2007 such demand shall be deemed to be reactivated and to
be in full force and effect and the Purchaser shall cause the unpurchased shares
to be returned by December 20, 2007, time being of the essence.
3. The intent of the parties was that the Purchaser will purchase that number of
shares of the Company's Common Stock, at a purchase price adjusted for market
conditions, such that the Company shall receive Two Million Dollars
($2,000,000). Due to the delays in closing and the fluctuations in the market
price of the Company's Common Stock, Article II of the Agreement is hereby
amended to read:
The Purchaser hereby agrees to purchase that number of shares of the
Common Stock of the Company (the "Shares") at the adjusted price(s) as
provided herein and in Section 3.1(e), such that Purchaser shall pay,
and the Company shall receive, Two Million Dollars ($2,000,000). The
Purchase Price to be paid by the Purchaser shall be calculated as
provided herein, and such purchase price shall be subject to further
adjustments as provided in Section 3.1(e).
The base purchase price, prior to the adjustment provided in Section
3.1(e), shall be determined as follows: Each date on which the Company
receives clear funds into its account as provided hereinafter shall be
a "Closing Date" and the purchase price per share for the funds
received for such Closing Date shall be fifty percent (50%) of the
average of the closing sale prices for the Company's Common Stock on
the ten (10) consecutive trading days ending on and including the
Closing Date (if such day is a trading day, or otherwise the last
trading day prior to the Closing Date ("per share purchase price"). The
total proceeds paid by the Purchaser shall be divided by such per share
purchase price and any fractional share shall be rounded up to the
nearest whole share.
Upon the earlier to occur of (i) November 30, 2007 or (ii) payment by
the Purchaser of a total of Two Million Dollars ($2,000,000), the total
number of shares purchased as determined above shall be subtracted from
the total of 2,665,666 shares deposited, starting however with the
original 888,889 shares so that the demand for the return of the
1,777,777 shares being held in abeyance shall remain logical. If there
is a balance, such balance shall be returned to the Company within
twenty (20) days. If there is a shortfall, the Company shall, within
three (3) business days after notice by Purchaser of such shortfall
(and the calculations supporting the determination of the shortfall)
issue to the Purchaser or its nominee that number of shares required to
equal the shortfall.
The Purchaser shall wire all purchase funds to the Company as follows:
xxxxx National Bank
xxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx
Ph: xxxxxxxxxxxx
Fx: xxxxxxxxxxxx
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ABA xxxxxxxxx
A/C xxxxxxxxxx
FBO: Global resource Corp.
The date on which wired funds are posted to the account of the Company
shall be a "Closing Date" as provided above.
4. Section 3.1(3) refers to an "Anniversary Date" for purposes of the "Downside
Protection Warrant Term". Based upon the foregoing adjustments to Article II,
the term "Anniversary Date" shall now refer to the Anniversary Date of each
Closing Date.
5. The parties acknowledge that pending the closings provided herein, it has
been the continuing intent of the parties that the transaction is a deferred or
delayed purchase, that the shares deposited are not fully-paid and
non-transferable, and are not considered issued and outstanding. The shares
shall become issued and outstanding and fully-paid and nonassessable upon
payment therefor as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this First Addendum
to the Securities Purchase Agreement to be duly executed as of the date first
indicated above.
Company:
Global Resource Corp.
By: _________________________
Name:
Title:
Purchaser:
Xxxx Xxxx POAon behalf of
Purchaser
By: __________________________
Name: ____________________
Title: ___________________
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