AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit 10.2
AMENDMENT
TO STOCK PURCHASE AGREEMENT
This
amendment dated October 22, 2009 to the Stock Purchase Agreement dated April 13,
2009 and the amendment
thereto by and amongst Global Holdings, Inc. ("Global" or the "Company"),
Xxxxxxxx Xxxxx (“Xxxxx"), Xxxxxx Xxxxx ("Xxxxx") (collectively Xxxxx and Xxxxx
are referred
to as the "Sellers") and Alpha 1 Security, Inc.
("Purchaser"). The Company, Seller and Purchaser may collectively be
referred to as the "Parties".
BACKGROUND
A. Purchaser and Seller are the parties to
that certain Stock Purchase Agreement dated April 13, 2009 between the parties and amendment
there (collectively the Stock Purchase Agreement and all Amendments shall be referred to as the
"SPA"); and
B. The parties desire to amend certain parts
of the SPA as set forth below.
NOW. 'THEREFORE, in
consideration of the execution and delivery of the Agreement and other
good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Section
2.2 of the Agreement is amended to reflect that the total balance of the
purchase price
shall be $160,000
and shall
be paid in the following manner:
a. $160,000
on October 23,
2009
2. The amounts set forth shall be
non-refundable
upon receipt_ The Sellers
shall
have no obligation to
deliver any shares until the full payment of $160,800
has been delivered
to
the
Sellers. In the event that
Purchaser fails to make any payments in accordance with the Agreement the Purchaser shall be in default of
the Agreement and the Sellers shall have no obligation to deliver any shares to
the Purchaser or abide by any further
terms of the Agreement There will be no grace
periods
and all
funds must be received by
seller's attorney in their
wire account
by 4 PM EST on October 23. 2009.
3. In
accordance with the SPA, the Sellers were to deliver 163,568,000 shares
(post split) to the Purchaser. The parties hereby agree that the SPA is
amended to reflect that the total shares to be delivered by the Sellers
will be 161,568,000 shares (post split). In addition, it is agreed that the
total of 5,832,000 shares retained the Sellers will be "freed up" in ninety days
from October 23, 2009 in accordance with Rule 144. Sellers shall have their
counsel provide an opinion at Closing to be held in escrow until the ninety (90)
day period has passed. It is
further understood that the shares to be
retained by Sellers shall be subject to an anti-dilution clause for two
years from the date of Closing so that if the Company undertakes a
reverse split at any time during the two year period then the
Company will reissue
shares to the Sellers so that they shall maintain a total of 5,832,000
shares (less
any shares
sold by the Sellers) until the two year period has
elapsed. The Purchaser and
its
agents agree
to that this
agreement is final and
binding.
4. This
Amendment shall be deemed part of, but shall take precedence over and
supersede any provisions to the contrary contained in the Agreement. All
initial capitalized terms used in this Amendment shall have the same
meaning as set forth in the Agreement unless otherwise
provided.
Except as specifically modified hereby,
all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in
full force and effect.
IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the date
first
above written.
| Company: | By: /s/Xxxxxxxx Xxxxx |
| Name: Xxxxxxxx Xxxxx | |
|
Title:
President & CFO
|
|
| Seller: | By: /s/Xxxxxxxx Xxxxx |
| Name: Xxxxxxxx Xxxxx, Individually | |
| Seller: | By: /s/Xxxxxx Xxxxx |
| Name: Xxxxxx Xxxxx, Individually | |
| Purchaser: | Alpha 1 Security, Inc. |
| By: /s/Xxxx XxXxxx | |
| Name: Xxxx XxXxxx, President |
