FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the
"Amendment"), dated as of September 3, 2002, by and between SYNERGY TECHNOLOGIES
CORPORATION, a Colorado corporation (the "Company"), and FUSION CAPITAL FUND II,
LLC (the "Buyer"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings given them in the Common Stock Purchase
Agreement.
WHEREAS, the parties hereto are parties to a Common Stock Purchase
Agreement dated as of June 20, 2002 (the "Common Stock Purchase Agreement");
WHEREAS, pursuant to the Common Stock Purchase Agreement, the Buyer has
agreed to purchase, and the Company has agreed to sell up to $6,000,000 of the
Common Stock all in accordance with the terms and conditions of the Common Stock
Purchase Agreement;
WHEREAS, the parties desire to amend certain provisions of the Common
Stock Purchase Agreement as provided herein;
NOW, THEREFORE, in consideration of the agreements, covenants and
considerations contained herein, the parties hereto agree as follows:
1. Amendments.
a. Section 1(d)(iii) of the Common Stock Purchase Agreement is
hereby amended as follows:
"(iii) Purchase Price Floor. The Company shall not affect any
sales under this Agreement and the Buyer shall not have the
the right nor the obligation to purchase any Purchase Shares
under this Agreement on any Trading Day where the Purchase
Price for any purchases of Purchase Shares would be less than
the Floor Price."
b. Sections 10(h) of the Common Stock Purchase Agreement is
hereby amended as follows:
"(h) "Floor Price" means $0.15 per share; provided, however,
that the Floor Price shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction."
c. The term "Transaction Documents" shall be deemed to include
this Amendment for all purposes under the Common Stock
Purchase Agreement.
2. Effect of Amendment/Incorporation of Certain Provisions.
Except as amended as set forth above, the Common Stock
Purchase Agreement shall continue in full force and effect.
The provisions set forth in Section 11 of the Common Stock
Purchase Agreement are hereby incorporated by reference into
this Amendment.
* * * * *
IN WITNESS WHEREOF, the Buyer and the Company have caused this First
Amendment to Common Stock Purchase Agreement to be duly executed as of the date
first written above.
THE COMPANY:
SYNERGY TECHNOLOGIES CORPORATION
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: President
BUYER:
FUSION CAPITAL FUND II, LLC
BY: FUSION CAPITAL PARTNERS, LLC
BY: SGM HOLDINGS CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
