Exhibit 2.7
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
This Amendment No.1 (the "Amendment") to the Securities Purchase Agreement,
dated as of February 4, 2002 (the "Agreement"), by and between The Ashton
Technology Group, Inc. ("Ashton") and OptiMark Innovations Inc. ("OptiMark") is
made as of this 6th day of March, 2002 by and between Ashton and OptiMark.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.
WHEREAS the Agreement provides that any term of the Agreement may be
amended with the written consent of Ashton and OptiMark;
WHEREAS in accordance with the foregoing, Ashton and OptiMark desire to
amend the Agreement;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter set forth, Ashton and OptiMark agree as follows:
1. SECTION 6.12 OF THE AGREEMENT. Section 6.12(a)(iii) of the Agreement is
hereby amended and restated as follows:
(iii) by either the Company or the Investor, so long as such party has not
materially breached its obligations hereunder, if the Closing has
not occurred on or before April 30, 2002;
2. Except as modified by this Amendment, the Agreement shall remain in full
force and effect.
3. Each of Ashton and OptiMark hereby represent and warrant to the other that
(i) all corporate action on its part and the part of its directors
necessary for the due authorization, execution and delivery of this
Amendment has been taken, and (ii) this Amendment will be a valid and
binding obligation of it enforceable against it in accordance with its
terms.
4. MISCELLANEOUS.
a) GOVERNING LAW. This Agreement shall be governed in all respects by the
laws of the State of New York without regard to principles of conflict
of laws.
b) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.
[The Remainder Of This Page Is Intentionally Left Blank]
Exhibit 2.7
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be
executed as of the date first written above.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: General Counsel
OPTIMARK INNOVATIONS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary