EXHIBIT 2
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FIRST AMENDMENT TO
SHARE SUBSCRIPTION AGREEMENT
THIS FIRST AMENDMENT TO SHARE SUBSCRIPTION AGREEMENT ("Amendment") is made and
entered into as of the 6th day of December, 2002, by and between INTERNATIONAL
ASSETS HOLDING CORPORATION, a Delaware corporation (the "Company"), and XXXXX X.
XXXXXX (the "Investor").
R E C I T A L S
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A. The Company and the Investor entered into a Share Subscription Agreement (the
"Agreement") dated as of October 22, 2002 whereby the Investor subscribed to
purchase 151,717 shares of common stock and 583,577 shares of preferred stock of
the Company.
B. The parties wish to amend the Agreement to provide that the Investor shall
purchase an additional 151,717 shares of preferred stock of the Company (the
"Additional Preferred Shares") in lieu of the like number of shares of common
stock referenced in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
hereinafter, the Company and the Investor agree as follows:
1. Recitals; Definitions. All of the above recitals are true and correct. Any
terms used but not defined in this Amendment shall have the definitions assigned
such terms in the Agreement.
2. Amendment to Agreement. Subject to the terms and conditions of the Agreement,
as hereby amended, the Company offers to the Investor and the Investor hereby
subscribes to purchase 735,294 shares of preferred stock, $.01 par value of the
Company, each at a fixed price of $1.70 per share in lieu of the purchase of
583,577 shares of preferred stock and 151,717 shares of common stock referenced
in Section 3 of the Agreement. Any and all references to the "Common Securities"
in the Agreement shall be deemed to refer to the Additional Preferred Shares,
and all references to "Securities" in the Agreement shall be deemed to refer to
the Preferred Securities and Additional Preferred Securities. Each of the
Preferred Securities and the Additional Preferred Shares shall be subject to the
provisions applicable to the Preferred Securities and to the Securities in the
Agreement including, without limitation, the Redemption Right and Repurchase
Right set forth in Section 9 of the Agreement and the provisions regarding
convertibility.
3. Ratification - No Other Amendment. The Company and the Investor hereby
restate, ratify and confirm as accurate all representations and warranties set
forth in the Agreement. Except as modified or amended herein, no other term,
covenant or condition of the Agreement shall be considered modified or amended.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be
executed by their authorized official, this Amendment, effective as of the date
first above written.
INTERNATIONAL ASSETS HOLDING CORPORATION
By: /s/ Diego X. Xxxxxx
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Printed Name: Diego X. Xxxxxx
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Title: Chairman
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INVESTOR:
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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