Exhibit 10.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT, dated as of May 12, 2006 to Asset Purchase Agreement
(the "AGREEMENT") dated as of January 27, 2006 by and among GLOBALOPTIONS GROUP,
INC., a Nevada corporation ("BUYER") and SAFIR XXXXXXX, LLC, a Delaware limited
liability company ("SELLER).
For good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Section 1.3 of the Agreement is hereby amended and restated as
follows:
PURCHASE PRICE. The consideration for the Assets (the "PURCHASE PRICE")
will be Thirteen Million and No/100 Dollars ($13,000,000) wherein the Purchase
Price shall include: (i) promissory note in the amount of One Million Dollars
($1,000,000) ("Promissory Note "); (ii) convertible promissory note in the
amount of Six Million Dollars ($6,000,000) (in the form of EXHIBIT 1.3(b) the
"Convertible Note") (the Promissory Note and the Convertible Note shall
represent the "Cash Portion"); and (iii) Buyer's stock in the amount of Six
Million Dollars ($6,000,000) ("Stock Portion"), and the assumption of the
Assumed Liabilities (as defined in Section 1.4 below).
In accordance with SECTION 1.7(b), at the Closing and the prescribed dates
thereafter, the Purchase Price shall be delivered by Buyer to Seller, as
follows: (A) the Convertible Note in the amount of Six Million and No/100
Dollars ($6,000,000) ); (B) One Million and No/100 Dollars ($1,000,000)
Promissory Note (in the form of EXHIBIT 1.3 (a)) at Closing to the Law Offices
of Xxxxxx X. Xxxxxxx, as escrow agent (the "ESCROW AGENT") under the Escrow
Agreement (as defined in SECTION 1.7(a) below); (C) at Closing to the Escrow
Agent an amount equal to One Million Dollars ($1,000,000) of the Stock Portion
of the Purchase Price; (D) at January 15, 2007 an amount equal to Two Million
Dollars ($2,000,000) of the Stock Portion of the Purchase Price shall be
delivered to the Seller; and (E) an amount equal to One Million Dollars
($1,000,000) of the Stock Portion of the Purchase price shall be delivered to
the Seller one year from the date of the Closing Date, and the same amount each
year thereafter for the remaining two years, subject to the Escrow Agreement
adjustments, if any.
The Stock Portion shall be paid in shares of common stock of Buyer ("Stock"),
which number of shares shall equal to the number of shares resulting from
$6,000,000 divided by the lower of either (i) the last per share price at which
the equity capital was raised prior to the Closing Date by the Buyer (and such
per share price calculation shall exclude any warrants and/or stock options
associated with such equity capital raise) or (ii) average per share price of
the closing prices of the sales of Common Stock on all securities exchanges on
which Common Stock may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day Common
Stock are not so listed, the average of the representative bid and asked prices
quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day
Common Stock are not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau Incorporated, or any similar successor
organization, in each such case averaged over a period of 30 days consisting of
the day as of which the Fair Market Value of a Share is being determined and the
29 consecutive trading days prior to such day.
2. Section 1.6 of the Agreement is hereby amended and restated as follows:
The consummation of the purchase and sale provided for in this
Agreement (the "Closing") will take place at the Buyer's offices at New York
City, at 10:00 a.m. (local time) on the earlier of: (i) the final Seller's
audited financial statements being accepted by the Buyer; or (ii) May 12, 2006
(the "Closing Date"). The Seller shall make every commercial effort possible to
work with the Buyer and its professionals to conform its audited financial
statements in a format necessary and acceptable to be included with the Buyer's
financial statements in its filings with the Securities and Exchange Commission.
3. Section 1.7(b)(i) of the Agreement is hereby amended and restated as
follows:
A Convertible Note in the amount of Six Million and No/100 Dollars
($6,000,000) must be delivered by the Buyer to the Seller.
4. Section 9.3 of the Agreement is hereby amended and restated as follows:
UNWINDING. In the event the Buyer fails to pay in full the
principal and any accrued interest owing on the Convertible Note on or before
the Maturity Date or the Extended Maturity Date, as the case may be (as defined
in Convertible Note) the Seller shall have an option to elect to unwind the
anticipated transaction contemplated under this Agreement, wherein the Seller
shall seek the return of all Assets and Assumed Liabilities purchased by the
Buyer herein, and said Assets and Assumed Liabilities shall be unencumbered when
returned to the Seller by the Buyer (the "Unwinding"). For purposes of the
Unwinding, Assumed Liabilities shall not include the Seller's Note. In the event
that Seller gives notice to Buyer of an Unwinding, Buyer shall return all Assets
and Assumed Liabilities to Seller as soon as possible and in no event longer
than ten (10) business days after such notice. In returning all Assets and
Assumed Liabilities, the Seller shall simultaneously with the receipt of all of
the Assets and Assumed Liabilities return all monies and Stock received as part
of the Purchase Price to the Buyer, except the payment made by the Buyer to
discharge the Seller's Note and, for purposes of clarity, all interest paid
under the Convertible Note. In the event of Buyer's election to unwind the
anticipated transaction contemplated under this Agreement, all individual
Employment Agreements between Buyer and Xxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxx
Xxxxx, Xxxxxxx Xxxxxxx and all those additional employment agreements novated or
otherwise transferred from Seller to Buyer per the Agreement, shall be
automatically assigned or otherwise transferred to Seller.
5. Exhibits and Annex shall be amended by adding the following Exhibit
EXHIBIT 1.3(b) Form of Convertible Note
6. Exhibits and Annex shall be amended by eliminating the following Exhibit
Exhibit 1.3 (a) Form of Purchase Price Adjustment
7. In all other respects, the Agreement remains according to its terms.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF, the parties have executed this Amendment to Asset
Purchase Agreement as of the date first written above.
BUYER:
GLOBALOPTIONS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Its: Chairman and CEO
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SELLER:
SAFIR XXXXXXX, LLC
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Managing Member
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Managing Member
