Exhibit 10.2
FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (the
"Amendment"), dated as of September 12, 2002, by and between GLOBAL SEAFOOD
TECHNOLOGIES, INC., a Nevada 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 February 19, 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 $10,000,000 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
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:
"(g) "Floor Price" means initially $0.50, which amount may be
increased or decreased from time to time by the Company as
provided in this Section 10(g), except that in no case shall
the Floor Price be less than $0.35. The Company may at any
time give written notice (a "Floor Price Change Notice") to
the Buyer increasing or decreasing the Floor Price. The Floor
Price Change Notice shall be effective only for purchases that
have a Purchase Date later than one (1) Trading Day after
receipt of the Floor Price Change Notice by the Buyer. Any
purchase by the Buyer that has a Purchase Date on or prior to
the first Trading Day after receipt of a Floor Price Change
Notice from the Company must be honored by the Company as
otherwise provided herein. 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:
GLOBAL SEAFOOD TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President & CEO
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
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