Exhibit 4.1(a)
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
April 29, 2004
Reference is made to that certain Securities Purchase Agreement dated
March 15, 2004 by and between Global Payment Technologies, Inc., a Delaware
corporation (the "Borrower") and LAURUS MASTER FUND, LTD., c/o Ironshore
Corporate Services Ltd., ▇.▇. ▇▇▇ ▇▇▇▇ G.T., Queensgate House, South Church
Street, Grand Cayman, Cayman Islands (the "Laurus"") (the "Securities Purchase
Agreement") pursuant to which, among other things, the Borrower issued a note in
the original principal amount of One Million Five Hundred Thousand Dollars
($1,500,000) (the "Note") to Laurus. Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Securities
Purchase Agreement.
WHEREAS, the Borrower and Laurus have agreed to amend the Securities
Purchase Agreement and each of the Borrower and Laurus desires to make certain
changes to the Securities Purchase Agreement to address the comments made by the
National Association of Securities Dealer Automated Quotation System market
where the common stock of the Borrower is listed for trading.
NOW, THEREFORE, in consideration of the above, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 10.2 of the Securities Purchase Agreement is hereby deleted in
its entirety and the insert the following paragraph inserted in its
stead:
"10.2 Maximum Conversion. Notwithstanding anything contained
herein to the contrary, the Purchaser shall not be entitled to convert
pursuant to the terms of the Note an amount that would (a) be convertible
into that number of shares of Common Stock which, when added to the number
of shares of Common Stock otherwise beneficially owned by such Purchaser
including those issuable upon exercise of warrants held by such Purchaser
would exceed 4.99% of the outstanding shares of Common Stock of the Company
at the time of conversion or (b) (ii) exceed twenty five percent (25%) of
the aggregate dollar trading volume of the Common Stock for the ten (10)
day trading period immediately preceding delivery of a Notice of Conversion
to the Company. For the purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d)
of the Exchange Act and Regulation 13d-3 thereunder. The conversion
limitation described in this Section 10.2 shall automatically become null
and void without any notice to Company upon the occurrence and during the
continuance beyond any applicable grace period of an Event of Default, or
upon 75 days prior notice to the Company, except that at no time shall the
beneficial ownership exceed 19.99% of the borrower's common stock.
Notwithstanding anything contained herein to the contrary, the number of
Exhibit 4.1(a)
shares of Common Stock issuable by the Company and acquirable by the
Purchaser at a price below $4.06 per share pursuant to the terms of the
Secured Convertible Term Note, any convertible note issued by the Company
to the Purchaser, and/or Warrants issued by the Company to the Purchaser
pursuant to this Securities Purchase Agreement (the "March Transaction
Documents"), shall not exceed an aggregate of 1,110,000 shares of the
Company's Common Stock, (subject to appropriate adjustment for stock
splits, stock dividends, or other similar recapitalizations affecting the
Common Stock) (the "Maximum Common Stock Issuance"), unless the issuance of
shares hereunder in excess of the Maximum Common Stock Issuance shall first
be approved by the Company's shareholders. If at any point in time and from
time to time the number of shares of Common Stock issued pursuant to the
terms of the March Transaction Documents, together with the number of
shares of Common Stock that would then be issuable by the Company to the
Purchaser in the event of a conversion or exercise pursuant to the terms of
the March Transaction Documents, would exceed the Maximum Common Stock
Issuance but for this Section, the Company shall promptly call a
shareholders meeting to solicit shareholder approval for the issuance of
the shares of Common Stock hereunder in excess of the Maximum Common Stock
Issuance."
2. The foregoing amendment shall be effective as of the date hereof.
3. There are no other amendments to the Securities Purchase Agreement,
and all of the other forms, terms and provisions of the Securities
Purchase Agreement remain in full force and effect.
4. The Borrower hereby represents and warrants to Laurus that as of the
date hereof all representation, warranties and covenants made by
Borrower in connection with the Securities Purchase Agreement are true
correct and complete and all of Borrower's covenants requirements have
been met.
Exhibit 4.1(a)
IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 1 to Securities Purchase Agreement signed in its name effective as
of this 29th day of April, 2004.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By:________________________________
Name:
Title:
LAURUS MASTER FUND, LTD.
By:______________________________
Name:
Title: