EXHIBIT 10.2
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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement (this "Amendment")
is made as of October 19, 2006, by and between L-1 Identity Solutions, Inc., a
Delaware corporation ("Purchaser") and Xxxx X. Xxxxx, as Sellers Representative,
on behalf of the Sellers. Capitalized terms used herein and not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in the
Purchase Agreement (as defined below).
WHEREAS, Purchaser and Sellers entered into a Securities Purchase
Agreement (the "Purchase Agreement") dated as of September 11, 2006; and
WHEREAS, the parties hereto desire to amend the Purchase Agreement on the
terms and conditions set forth herein; and
WHEREAS, pursuant to Section 11.3 of the Purchase Agreement, the Purchase
Agreement may be amended upon the written consent of Purchaser and the Sellers
Representative;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Section 5.7 of the Purchase Agreement shall be replaced in its
entirety with the following:
5.7 NONCOMPETITION.
(a) During the Noncompetition Period (as hereinafter defined) (i)
none of Holdings, Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxxxx and Xxxx Xxxxx will,
directly or indirectly, or as a stockholder, partner, member, manager, employee,
consultant or other owner or participant in any Person other than the Company,
engage in or assist any other Person to engage in any Covered Business (as
hereinafter defined) anywhere in the United States, or anywhere else in the
world where the Company does business, (ii) no Seller will, directly or
indirectly, solicit or endeavor to entice away from the Company, or offer
employment or a consulting position to, or otherwise interfere with the business
relationship of the Company with, any Person who is, or was within the one year
period prior thereto, an employee of or consultant to the Company and (iii) no
Seller will, directly or indirectly, solicit or endeavor to entice away from the
Company, endeavor to reduce the business conducted with the Company by, or
otherwise interfere with the business relationship of the Company with, any
Person who is, or was within the one-year period prior thereto, a customer or
client of, supplier, vendor or service provider to, or other Person having
business relations with, the Company. For the avoidance of doubt, the
noncompetition obligations of Xxx X. Xxxxxxx and Xxxxxx Xxxxxxx Xx. shall be as
set forth in their respective employment agreements with the Company; and, the
noncompetition obligations of Xxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxxxx set forth
herein shall be read in conjunction with those set forth in any consulting
agreement that they respectively have entered or may enter into with Purchaser,
and that such consulting agreement shall govern in the event of any
inconsistencies. The foregoing shall not prevent any of the following: (i) any
Seller from owning for investment purposes up to 3% of the outstanding
securities of a publicly traded company engaged in any Covered Business, or (ii)
any Member from making and/or owning an equity investment of up to 3% of the
outstanding securities in a privately-held company that is engaged in the
Covered Business so long as such equity investment is held as a passive
investment only and not with a view towards controlling or directing the affairs
of such Person.
(b) For purposes of this Section 5.7, the following terms shall
have the following meanings:
"Company" shall mean the Company, each of its subsidiary, parent and
affiliated companies, whether now existing or created in the future, and all of
their respective successors and assigns.
"Covered Business" means (i) any business in which the Company is engaged
as of the Closing, and (ii) for any Seller that is an employee of the Company
after the Closing, shall also include any business in which the Company is
engaged during such Seller's employment.
"Noncompetition Period" means (i) in the case of Holdings and Xxxx Xxxxx,
the period commencing as of the Closing and ending on the third anniversary of
the Closing; (ii) in the case of Xxx X. Xxxxxxx and Xxxxxx Xxxxxxx, Xx., the
periods specified in the employment agreement to be executed by such individual
and SpecTal, LLC in connection with the Closing; and (iii) in the case of Xxxx
X. Xxxxx and Xxxxxx X. Xxxxxxxxxxx, the later of (A) the third anniversary of
the Closing and (B) the second anniversary of the termination, whether by the
Company or such Seller, of any consulting agreement that such Seller has entered
or may enter into with the Company.
2. This Amendment may be executed in one or more counterparts and with
counterpart facsimile signature pages, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the same
agreement.
3. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Delaware, without regard to its conflicts of
law principles. Any proceeding arising out of or relating to this Amendment may
be brought in the state or federal courts located in the State of Delaware.
4. All other aspects of the Purchase Agreement shall remain unchanged
and in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first written above.
PURCHASER:
L-1 IDENTITY SOLUTIONS, INC.
By: /s/ Xxxxx XxXxxxx
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Name: Xxxxx XxXxxxx
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
SELLERS REPRESENTATIVE:
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Sellers Representative
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