Exhibit 10.2
FIRST AMENDMENT
TO
AGREEEMENT AND PLAN OF SHARE EXCHANGE
THIS FIRST AMENDMENT, made as of this 18th day of July, 2001,
to that certain Agreement and Plan of Share Exchange, dated as of June 19, 2001
(the "Exchange Agreement"), by and among Ikon Ventures, Inc., a Nevada
corporation ("Ikon"), Sutton Online, Inc., a Delaware corporation (the
"Company"), the stockholders of the Company on June 19, 2001, each of whom has
executed the Exchange Agreement on the date thereof or shall execute a
counterpart signature page thereto prior to the consummation of the transactions
contemplated thereunder (collectively, the "Existing Stockholders"), and each of
the entities that becomes a stockholder of the Company after June 19, 2001 upon
the conversion of certain convertible promissory notes of the Company, each of
which shall execute a counterpart signature page thereto prior to the
consummation of the transactions contemplated thereunder (collectively, the "New
Stockholders;" the Existing Stockholders and the New Stockholders are
hereinafter collectively referred to as the "Stockholders").
WITNESSETH:
WHEREAS, Ikon, the Company and the Stockholders are or will be
parties to the Exchange Agreement; and
WHEREAS, Ikon, the Company and the Stockholders desire to
amend the Exchange Agreement as hereinafter provided, and upon and subject to
the terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and of their
mutual undertakings, Ikon, the Company and the Stockholders hereby agree as
follows:
1. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Exchange Agreement.
2. Section 7.14 of the Exchange Agreement is hereby deleted in
its entirety and is replaced by the following:
Section 7.14 Convertible Notes. All of the notes
convertible into shares of Company Stock other than the
$525,000 note, dated February 16, 2001 (the "GNet Note"),
held by GlobalNet Financial.com, Inc. ("GNet") shall have
been converted and the holders of the shares of Company
Common Stock issued upon such conversion shall have
executed a counterpart signature page to this Agreement.
GNet shall have exchanged the GNet Note for 888,888 shares
of Series A Exchangeable Preferred Stock of the Company
(the "Preferred Stock").
3. Section 8.15 of the Exchange Agreement is hereby deleted in
its entirety and is replaced by the following:
Section 8.15 Convertible Notes. All of the notes
convertible into shares of Company Common Stock other than
the GNet Note shall have been converted, the pledge
agreement between GNet and the Company, dated as of
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February 16, 2001 (the "GNet Pledge Agreement"), shall have
been terminated and the 250,000 shares of the common stock
of GCAP, pledged pursuant to the terms of the GNet Pledge
Agreement, shall have been delivered to the Company.
4. Notwithstanding anything to the contrary contained in the
representations and warranties of the Company and Ikon contained in the Exchange
Agreement or any of the schedules thereto, the parties hereto acknowledge as
follows:
(a) the Company has or will prior to the Closing amend its
Certificate of Incorporation to increase its total
authorized capital stock to 12,000,000 shares, par
value $.025 per share, of which 11,000,000 shares
shall be classified as common stock and 1,000,000
shares shall be classified as preferred stock issuable
in such series and with such rights, preferences and
privileges as the board of directors of the Company
(the "Board") may from time to time determine.
(b) the Board has or will prior to the Closing authorize
the creation of the Preferred Stock that shall have
the rights, preferences and privileges set forth in
the Certificate of Designation attached hereto as
Exhibit A.
(c) Simultaneous with the Closing Ikon will grant to the
Company the option to acquire such number of shares of
Ikon Common Stock as may be required to exchange the
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Preferred Stock.
5. Except as expressly amended hereby, the Exchange Agreement
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and conditions. In the Exchange Agreement, or in any instrument,
document or consideration executed or delivered in connection with the
Transactions, any reference to the "Agreement" shall be deemed and construed to
be a reference to the Agreement as amended hereby.
6. This First Amendment shall be governed by and subject to
the internal laws of the State of New York, without regard to principles of
conflicts of law.
7. This First Amendment may be executed in separate
counterparts, each of which when so executed shall be an original, but all of
such counterparts shall together constitute but one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto. Facsimile signatures
shall be deemed originals for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.
IKON VENTURES, INC. SUTTON ONLINE, INC.
By: /s/ Ian Rice By: /s/ Jonathan D. Siegel
---------------------------- -----------------------------
Name: Ian Rice Name: Jonathan D. Siegel
Title: Chairman Title: Chief Executive Officer
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THE STOCKHOLDERS:
GLOBAL CAPITAL PARTNERS, INC.
By: /s/ Martin Sumichrast
----------------------------------
Name: Martin Sumichrast
Title: Chief Executive Officer
/s/ Jonathan D. Siegel /s/ Tiburon Asset Management, LLC
- ------------------------------------ ----------------------------------
Jonathan D. Siegel Tiburon Asset Management, LLC
/s/ Gregory Frank /s/ Tiburon Asset Management
- ------------------------------------ ----------------------------------
Gregory Frank Tiburon Asset Management
/s/ The Breitman Family Trust dtd 7/1/99 /s/ Tiburon Management Limited
- ---------------------------------------- ----------------------------------
The Breitman Family Trust dtd 7/1/99 Tiburon Management Limited
/s/ Corona Corporation /s/ Bud Clarke
- ------------------------------------ ----------------------------------
Corona Corporation Bud Clarke
/s/ Frank Huang /s/ Steven Caruso
- ------------------------------------ ----------------------------------
Frank Huang Steven Caruso
/s/ Calvin Caldwell /s/ Stephen C. Schoffman
- ------------------------------------ ----------------------------------
Calvin Caldwell Stephen C. Schoffman
/s/ Jay Raubvogel /s/ Peter Cohen
- ------------------------------------ ----------------------------------
Jay Raubvogel Peter Cohen
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/s/ William Grundig /s/ Jason Bishara
- ------------------------------------ ----------------------------------
William Grundig Jason Bishara
/s/ Ralph Olson /s/ Radek Hulan
- ------------------------------------ ----------------------------------
Ralph Olson Radek Hulan
/s/ Richard Joyce /s/ Karel Kolar
- ------------------------------------ ----------------------------------
Richard Joyce Karel Kolar
Sigma Limited S.A. J.B. Sutton Group 401(K) Profit
Sharing Plan Dated 10/1/95 F/B/O
Jonathan D. Siegel
By: /s/ Dubois Yves By: /s/ Jonathan D. Siegel
--------------------------------- ----------------------------------
Name: Dubois Yves Jonathan D. Siegel
Title: Secretary
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