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EXHIBIT 10.2
AMENDMENT TO COMMON STOCK PURCHASE WARRANT
This Amendment (this "Amendment") to the Common Stock Purchase Warrant
is entered into effective as of August 31, 1995, between Starion International,
Ltd., a British Virgin Island Limited Partnership (the "Holder"), and TRISTAR
CORPORATION, a Delaware corporation (the "Company"). Capitalized terms used
herein but not defined herein have the respective meanings given them in the
Warrant (as defined below).
RECITALS
WHEREAS, the Company and the Holder are parties to a Common Stock
Purchase Warrant (the "Warrant") dated as of December 14, 1994, pursuant to
which the Holder was granted the right to purchase from the Company, at any
time on or before 5 p.m. Eastern Standard Time on December 15, 2004, two
million (2,000,000) shares of the common stock of the Company, $.01 par value
("Common Stock");
WHEREAS, the Company has agreed, subject to certain conditions, to
amend the Warrant as additional consideration in connection with the merger
(the "Merger") of Eurostar Perfumes, Inc., a Texas corporation ("Eurostar"),
with and into the Company;
WHEREAS, the Company and the Holder desire to amend the Warrant to
reflect such agreement;
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing premises and of the
mutual promises contained herein and for other good and valuable consideration,
the adequacy, receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Exercise Price. Subject to the consummation of the Merger and
as of the Effective Time of the Merger (as such term is defined in the
Agreement and Plan of Merger dated as of July 1, 1995, among the Company,
Eurostar and Transvit Manufacturing Corporation, a Panamanian corporation),
Article 4.1 of the Warrant establishing the Exercise Price of the Warrant Stock
shall be amended and replaced with the following:
"4.1 Exercise Price. The Exercise Price for the Warrant Stock
shall be the lessor of (i) $5.34 per share, or (ii) an amount per share equal
to the lowest average Closing Sales Price (as defined below) of the Warrant
Stock for any twenty (20) consecutive trading days during the period beginning
the day after the Effective Time and ending on August 31, 1996. The Exercise
Price shall increase 10% per share on December 15, 2001, on December 15, 2002
and on December 15, 2003, on a cumulative and compounded basis. The "Closing
Sales Price" as of a certain date will mean the average of the closing bid and
asked prices, in the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System, or if not so
reported, as reported by the National Quotation Bureau, Incorporated, or any
successor thereof, or if not so reported, the average of the closing bid and
asked prices as furnished by any member of the National Association of
Securities Dealers, Inc., selected from time to time by the Company for that
purpose, or, if the Warrant Stock is listed or admitted to trading on a
national securities exchange, the average of the reported closing bid and asked
prices, regular way, on the principal national securities exchange on which the
Warrant Stock is listed or admitted to trading."
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2. No Adjustment of Warrant Stock. The Holder hereby
acknowledges and agrees that the Merger does not result in an increase in the
number of shares of Warrant Stock subject to the Warrant.
3. Waiver of Notice. The Holder hereby waives its right to
notice of the Merger as provided under Section 5.3 of the Warrant.
4. Further Amendments. Any and all of the terms and conditions
of the Warrant are hereby amended and modified wherever necessary, even though
not specifically addressed herein, so as to conform to the amendments and
modifications contained in this Agreement.
5. Ratification of Warrant. Except as amended hereby, the
Warrant is hereby ratified and confirmed and shall continue in full force and
effect.
IN WITNESS WHEREOF, the Company and the Holder have caused this
Agreement to be executed and delivered as of the date first above written.
STARION INTERNATIONAL, LTD.
By: /s/ Jay Sheth
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Name: Jay Sheth
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Title: Managing Director
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TRISTAR CORPORATION
By: /s/ Viren S. Sheth
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Name: Viren S. Sheth
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Title: Chief Executive Officer
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