EXHIBIT 10.7(a)(2)
AMENDMENT #2 DATED September 28, 2004
TO THE SPA DATED August 19, 2004
This Second Addendum ("Second Addendum") to the Stock Purchase Agreement
("SPA") is entered into by and between On Alert Systems, Inc. ( "OAS or the
"Company"), a Nevada corporation, inclusive of its successors and assigns, Cyber
Defense Systems, Inc. ("CYDF"), a Florida corporation, and Allstars Marketing,
Inc., a Florida corporation ("Purchaser"), as follows:
R E C I T A L S
WHEREAS, Company and Purchaser entered into a Stock Purchase Agreement
("SPA") dated as of August 19, 2004, which provided the terms under which
Company will be paid the consideration Purchaser agreed to pay to Company for
the fair market value of its common stock in the amount of 88,000 shares,
inclusive of closing costs. Company agreed to sell to Purchaser and Purchaser
agreed to Purchase pursuant to the terms of an SPA entered into between the
parties; and,
WHEREAS, the Purchaser agreed to execute to the benefit of the Company any
and all documents required by the Company to perfect its interest in and
purchase of the stock so purchased by the Purchaser; and,
WHEREAS, the Company has completed a merger and recapitalization, including
a change of corporate name and stock symbol, subsequent to the date of the SPA,
RRA, and Amendment #1 to the SPA, and therefore the parties desire to reflect
such modifications, as applicable, to the SPA, on a universal basis, to be
applicable to any and all documents relating to the transactions; and,
WHEREAS, the parties desire to modify certain provisions and reaffirm all
other provisions of the SPA, RRA, and Amendment #1 to the SPA, as applicable;
Now Therefore, in consideration of the mutual covenants, representations
and agreements heretofore entered into between the parties and hereinafter set
forth below, the parties agree that the following provisions should become a
part of the SPA just as if the provisions had been included in the SPA at the
time the Agreement was entered into between the parties. Accordingly, the
parties agree as follows:
1. The Company has changed its name to Cyber Defense Systems, Inc., which is a
Florida corporation. As such, all references to On Alert Systems, Inc, a
Nevada corporation, are hereby universally replaced with the new name and
state of incorporation as if such new name and state of incorporation had
been in place at the time of the execution of the various Agreements, as
amended or add ended. All references to "the Company" are now intended to
mean CYDF. Any ambiguity that is evident by the parties at the time of this
Amendment #2 caused by the name change as it relates to the effect or
operation of any part of the Agreement shall be described in Exhibit A,
attached hereto. The parties agree herein that no such ambiguity is
intended to affect the substance or operation of the Agreement as
previously executed.
2. All obligations, representations, and warranties of On Alert Systems, Inc.,
become the obligations, representations, and warranties of CYDF.
3. All stock certificates issued by the Company to the Purchaser shall be
returned to the transfer agent for exchange into certificates of CYDF, with
no change in the record date on the books and ledgers of the Company.
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4. All stock certificates issued by the Company to the Purchaser and held in
the Client Trust Account of the Company's Closing Agent, SearchPro
Corporation, of Fort Lauderdale, Florida (the "Agent"), shall be returned
to the transfer agent for exchange into certificates of CYDF, with no
change in the record date on the books and ledgers of the Company.
5. Rights of Additional Purchases. Under the rights granted in Amendment #1,
if applicable, any shares so purchased shall be the shares of CYDF common
stock, and not OAS common stock.
6. Conflict and Ratification. Since the intent of this Addendum #2 to the SPA
is to modify certain terms and conditions where the addition, deletion, or
modification of terms and conditions, as contained herein, become a part of
the SPA, in the event the terms and provisions of this Addendum #2 conflict
with the terms and conditions of the SPA, or any other agreements executed
by the parties concerning the SPA, the terms of this Addendum #2 shall
prevail only to the extent that this Addendum has modified such applicable
terms, and shall not be deemed nor construed to add, delete, waive, or
modify any other terms or conditions, or subject any existing terms and
conditions to any interpretation other than what was agreed and executed by
the parties in the Agreements of August 19, 2004; otherwise, the terms and
conditions of such Agreements are hereby ratified and confirmed.
7. Limitations of this Agreement. Limited by its additions, deletions, or
modifications to the specific terms and conditions of the SPA, this
Addendum #2 constitutes the sole and entire agreement of the parties with
respect to such additions, deletions, or modifications to the specific
terms and conditions of the SPA, and supersedes any and all prior or
contemporaneous agreements, discussions, representations, warranties or
other communications regarding such specific additions, deletions, or
modifications to the terms and conditions of the SPA. The provision of this
Amendment #2 shall not be deemed nor construed as a breach, remedy, or
settlement of any provision of the SPA or Registration Rights Agreement
("RRA"), or any other documents executed or delivered on August 19, 2004,
by the parties.
5. Counterparts. This Addendum #2 may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6. Amendments. This Addendum #2 may not be amended or modified without the
written consent of the Company and the Purchaser, nor shall any waiver be
effective against any party unless in writing executed on behalf of such party.
7. Severability. If any provision of this Addendum #2 shall be declared
void or unenforceable by any judicial or administrative authority, the validity
of any other provision and of the entire Addendum #2 shall not be affected
thereby.
8. Titles and Subtitles. The titles and subtitles used in this Addendum #2
are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Addendum #2.
9. Successors and Assigns. This Addendum #2 may not be assigned by any
party hereto without the prior written consent of the other party hereto. The
terms and conditions of this Addendum #2shall inure to the benefit of and are
binding upon the parties, their respective successors, executors, beneficiaries
and permitted assigns of the parties hereto.
10. Confidentiality. Each party hereto agrees that, except with the prior
permission of the other party, it shall at all times keep confidential and not
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divulge, furnish or make accessible to anyone any information or knowledge
relating to (a) any provisions of this Addendum #2, (b) any discussions or
negotiations relating to this Addendum #2 and (c) the identity of the parties to
this Addendum #2 except as required by law or any regulatory agencies. The
parties hereto further agree that there shall be no press release or other
public statement issued by either party relating to this Addendum #2 or the
transactions contemplated hereby, unless the parties otherwise agree in writing,
or as required by applicable regulation or law.
11. Registration Rights. All registration rights granted by the RRA of
August 19, 2004, by the Company shall be construed to be granted by CYDF as if
such new name and state of incorporation had been in place at the time of the
execution of the various Agreements, as amended or add ended.
IN WITNESS WHEREOF, the Company and the Purchaser have caused this Addendum
#2 to be executed and delivered by the undersigned as of the 28th day of
September, 2004.
COMPANY: Cyber Dense Systems, Inc., and on behalf of all predecessors, inclusive
of On Alert Systems, Inc., successors, affiliates and assigns to which this
Amendment #2 may apply
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, CEO
PURCHASER: Allstars Marketing, Inc.
By: By: /s/ X.X. Xxxxx
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X.X. Xxxxx, President
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