Exhibit 10.15.1
Closing Conditions
Addendum to the Securities Purchase Agreement
(Dated June 16th 2002)
Between:
Organitech U.S.A Inc.
(on one side)
and
B.L.M N.V
(on the other side)
Whereas Organitech U.S.A Inc. (Hereinafter - "Organitech")
and B.L.M. N.V. (Hereinafter - "B.L.M") have signed
a Securities Purchase Agreement (Hereinafter - "the
agreement") on June 16th 2002;
And whereas Organitech and B.L.M agreed that the closing conditions
of the agreement will be subdued to a due diligence
process;
And whereas B.L.M. hereby agrees to commit for closing the deal
immediately; and to execute the Securities Purchase
Agreement under the terms set in this Addendum and
in the agreement;
And whereas The sides agree on changing the payment conditions set
in the Securities Purchase Agreement, as set forth in this
addendum hereinafter;
The sides hereby state and agree as follows:
1. The preamble of this Agreement constitutes an integral part
thereof.
2. In any case of conflict arising between the amendments set in
this addendum and the Securities Purchase Agreement, this
addendum shall have a governing position.
3. The sides state that they have completed all preliminary
procedures and are willing to complete the closing of the
agreement under the amendments set here forth.
4. Despite the conditions set in Article II of the Securities
Purchase Agreement, the sides hereby agree that payments
by B.L.M will be executed as follows:
a. B.L.M will pay Organitech 10 monthly payments of
50,000 US$ each, starting at August 10th 2002, and
ending by May 10th 2003.
b. B.L.M will pay Organitech 15 monthly payments of
100,000 US$ each, starting on June 10th 2003, and
ending by August 10th 2004.
c. It is agreed that the amount of shares granted to B.L.M
will change respectively in such way that it will receive
137,500 shares in return for each 50,000 US$ payment
and 275,000 shares for each 100.000 US $ payment.
5. The sides agree that except for the change in payment
conditions and the respective change in the shares distribution
as mentioned above, all restrictions set by in the Securities
Purchase Agreement shall be valid.
6. Despite section 5.4 in the Securities Purchase Agreement, it
is hereby agreed by the sides that Organitech will have the
right to execute the repurchase right until September 15th
2002, and it shall not have the right to repurchase shares from
B.L.M. later than September 15th 2002.
In witness whereof, the parties hereto have duly executed this addendum
to the Agreement as of July 5, 2002
Organitech U.S.A Inc.
_/s/ Lior Hessel_______
Xxxx Xxxxxx, CEO
B.L.M.
_/s/ Marcos Lande______
_/s/ Xxxxxx Xxxxx _/s/ Xxxxx Achidov_
Xxxxxx Xxxxx Xxxxx Xxxxxxx
