EX-2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT
(STOCK PURCHASE AGREEMENT)
AMENDMENT, dated as of October 8, 2003, among those persons
whose names are listed on Exhibit A hereto and who have executed a
signature page to this Amendment (the "Sellers") and FreeStar
Technology Corporation, a Nevada corporation with offices at Calle
Fantino Falco, X.X. Xxxx Xxxxxxxx, 0xx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxx
Xxxxxxxx ("FreeStar").
R E C I T A L S
The Sellers and FreeStar are parties to a Stock Purchase
Agreement, dated as of September 24, 2003 (the "Agreement"). Terms
defined in the Agreement and used but not otherwise defined herein
shall have the meanings given to them in the Agreement.
The Sellers and FreeStar wish to amend the Agreement as provided
herein.
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Paragraph (a) of the Registration Right Agreement, annexed
as Exhibit B to the Agreement, is amended to read in its entirety as
follows:
(a) Within one hundred eighty (180) days following the Closing
(the "Filing Date"), FreeStar shall use commercially reasonable
efforts to cause a Form SB-2 shelf registration statement (the
"Registration Statement") to be filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "Securities Act"), covering resales of all of the shares
of FreeStar Common Stock to be issued to or on behalf of the Sellers
at the Closing pursuant to Section 1.01 of the Purchase Agreement,
and shall thereafter use commercially reasonable efforts to have the
Registration Statement declared effective as promptly as possible
thereafter (the "Effectiveness Date"), and to keep it effective until
the earlier of (i) one year following the Effectiveness Date or (ii)
that date on which all of the FreeStar Common Stock covered by the
Registration Statement may be resold without further restriction
pursuant to Rule 144 under the Securities Act. FreeStar shall not
permit any shares other than the FreeStar Common Stock to be issued
to or on behalf of the Sellers at the Closing to be included in the
Registration Statement, unless otherwise agreed by the Sellers.
2. The parties concur that the aggregate number of shares of
FreeStar Common Stock to be issued to the Sellers as calculated in
accordance with the terms of Section 1.07 of the Agreement would be
31,500,000 (the "Original Stock Consideration"). However, as a
result of TA not being in "good standing" in the State of Delaware
because of an outstanding franchise tax xxxx of $247,517.86, the
parties agree that the Original Stock Consideration shall be revised
to deduct the value of this tax xxxx. Therefore, the aggregate
number of shares of FreeStar Common Stock to be issued to the Sellers
shall be 25,312,053 (the "Revised Stock Consideration").
3. The parties acknowledge that the Sellers have, to date,
been unable to locate a stock certificate representing 16,612
(reverse split-adjusted) shares of TA Common Stock (the "Missing
Stock Certificate"). Pending Sellers' location of such stock
certificate, FreeStar shall only be required to deliver to the
Sellers an aggregate number of shares of FreeStar Common Stock
proportional to the number of shares of TA Common Stock (including
the Conversion Right) actually delivered by the Sellers at the
Closing. Therefore, of the 25,312,053 shares represented by the
Revised Stock Consideration, FreeStar shall be required to deliver
25,183,418 shares at the Closing, and the remaining 128,585 shares
only upon delivery by the Sellers to FreeStar of the Missing Stock
Certificate.
4. Each Seller acknowledges receipt of and accepts the
Offering Memorandum relating to the FreeStar Common Stock previously
delivered. Each Seller affirms that it is an "accredited investor,"
as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act
5. All other terms and conditions of the Agreement shall
remain in full force and effect without modification.
[SIGNATURE PAGE FOLLOWS]
AMENDMENT TO STOCK PURCHASE AGREEMENT
SIGNATURE PAGE
This Amendment has been duly executed on the date hereinabove
set forth.
FREESTAR TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: President
THE SELLERS:
/s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx
NAUTILUS MANAGEMENT LTD.
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: President
