EXHIBIT 10.1.1
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AMENDMENT TO
SECURITIES PURCHASE AGREEMENT DATED 9/30/01
URECOATS INDUSTRIES INC. AND BETWEEN XXXXXXX X. XXXXX
WHEREAS the parties have heretofore entered into a Securities Purchase
Agreement dated September 30, 2001, to purchase shares of Series B Convertible
Preferred Stock from Urecoats Industries Inc.
WHEREAS pursuant to resolution of the Board of Urecoats Industries Inc.,
Certificate Designation of Preferences of Series B Convertible Preferred Stock
("Series B Preferred Stock") of Urecoats Industries Inc., ("Certificate of
Designation") was filed with the office of the Secretary of State of the State
of Delaware on November 2, 2001; and
WHEREAS pursuant to resolution of the Board of Directors, the terms of
designation and preferences of the Series B Preferred Stock were amended and
supplemented; and
WHEREAS the parties desire to amend the Securities Purchase Agreement dated
September 30, 2001 to make it consistent with such resolutions.
NOW THEREFORE in consideration of the premises and other good and valuable
consideration, IT IS HEREBY AGREED:
(1) Xxxxxxx X. Xxxxx acknowledges that he is the sole owner of the
shares of Series B Preferred Stock, constituting all of the outstanding shares
of Series B Preferred Stock, and as of the date hereof, confirms that he has not
sold, transferred or otherwise hypothecated any portion of the Series B
Preferred Stock of Urecoats Industries Inc. owned by him.
(2) In case the company shall at any time prior to the conversion
of the Series B Preferred Stock:
(a) declare to the holders of its Common Shares a dividend
payable in Common Shares, then the holder hereof, upon the conversion of this
Series B Preferred Stock after the record date for the determination of holders
of Common Shares entitled to receive Shares, in addition to the number of Common
Shares into which this Series B Preferred Stock is convertible, such additional
Common Shares as such holder would have received if he had theretofore converted
and been the holder of record of such number of Common Shares on such record
date; or
(b) effect a stock split or recapitalization of such
character that the Common Shares shall be changed into or become exchangeable
for larger or smaller number of shares, then upon the effective date thereof the
number of Common Shares which the holder hereof shall be entitled to acquire
hereunder on conversion shall be increased or decreased, as the case may be, in
direct proportion to the increase or decrease in the number of Common Shares by
reason of such recapitalization and the number of recapitalized Common Shares be
proportionately increased upon conversion and in the case of a decrease in the
number of recapitalized Common Shares be proportionately decreased upon
conversion; or
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(c) consolidate or merge with or transfer all or
substantially all of its assets as an entirety to any other corporation, then
the holder hereof upon the conversion of this Series B Preferred Stock after the
effective date of such consolidation or merger or transfer shall be entitled to
receive the number of shares or other securities or property of the corporation
resulting from such consolidation or merger or to which such transfer was made
which such holder would have received if he had theretofore converted the Series
B Preferred Stock and been the holder of record of the Common Shares on the
effective date of such consolidation or merger or transfer.
(3) The parties agree that the Certificate of Designation of
Preferences of the Series B Preferred Stock of Urecoats Industries Inc. on file
with the Secretary of State of the State of Delaware, shall be amended and
supplemented consistent with the provisions of paragraph 2 hereof.
(4) Except as amended hereby, the Securities Agreement dated
September 30,2001, between Urecoats Industries Inc. and Xxxxxxx X. Xxxxx, is
hereby ratified and approved.
Deerfield Beach, Florida
January 4, 2002
URECOATS INDUSTRIES INC.
By: /s/ Xxxxxxx X. Xxxxxx, President
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Name: Xxxxxxx X. Xxxxxx
Title: President
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Investor
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