Amendment to Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners, LP

Summary

This amendment updates the Preferred Stock Purchase Agreement between Speedemissions, Inc. and Barron Partners, LP. It changes the conversion price, removes a conversion price adjustment, and increases the number of warrants issued to Barron. The amendment also sets new terms for the purchase price, conversion limits, and the reservation of common stock, requiring Speedemissions to increase its authorized shares within specified timeframes. The agreement ensures Barron cannot own more than 4.9% of Speedemissions' common stock at any time through conversion or warrant exercise.

EX-10.1 6 v023264_ex10-1.txt AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT THIS AMENDMENT TO THE PREFERRED STOCK PURCHASE AGREEMENT ("Amendment") by and between Speedemissions, Inc., a Florida corporation ("Speedemissions"), and Barron Partners, LP, a Delaware limited partnership ("Barron"), originally dated June 30, 2005, is made and entered into this 4th day of August 2005, based on the terms and conditions set forth herein. Premises Barron and Speedemissions entered into a Preferred Stock Purchase Agreement on June 30, 2005 (the "Agreement"). The parties have agreed to amend the Agreement by changing the conversion price per share, eliminating the conversion price adjustment stated in Exhibit E, and increasing the number of warrants issued to Barron. Agreement Based on the foregoing premises which are incorporated herein by this reference and other good and valuable consideration the receipt of which is hereby acknowledged and the mutual covenants and conditions set forth herein, the parties agree as follows: 1) Amendment: Section 1.3.14 is hereby amended and restated to read as follows: 1.3.14 "Purchase Price" means the Six Million Four Hundred and Twenty Thousand Dollars ($6,420,000.00) paid by the Investor to the Company for the Preferred Stock and the Warrants, plus an additional One Hundred Ninety Five Thousand Dollars ($195,000.00) paid by the Investor to the Company upon execution of this Amendment. 2) Amendment: Section 2.1 (b) is hereby amended and restated to read as follows: 2.1 (b) The Preferred Stock shall be convertible by the Investor into an aggregate total of One Hundred Eighty Nine Million (189,000,000) shares of Common Stock (the "Conversion Shares"); provided, however, that the Investor shall not be entitled to convert the Preferred Stock into shares of Common Stock that would result in beneficial ownership by the Investor and its affiliates of more than 4.9% of the then outstanding number of shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. 3) Amendment: Section 2.1 (c) is hereby amended and restated to read as follows: 2.1 (c) Upon execution and delivery of this Agreement and the Company's receipt of the Purchase Price from the Escrow Agent pursuant to the terms of the Escrow Agreement, the Company shall issue to the Investor the three Warrants to purchase an aggregate of Eighty Six Million Four Hundred Forty Eight Thousand Three Hundred Sixty Four (86,448,364) shares of Common Stock at exercise prices as stated in the Warrants, all pursuant to the terms and conditions of the form of Warrants attached hereto as Exhibit C; provided, however, that the Investor shall not be entitled to exercise the Warrants and receive shares of Common Stock that would result in beneficial ownership by the Investor and its affiliates of more than 4.9% of the then outstanding number of shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. 4) Amendment. Section 3.2 (d) is hereby deleted in its entirety. 1 5) Amendment. Section 6.2 is hereby amended and restated to read as follows: 6.2 Reservation Of Common Stock. As of the date hereof, the Company does not have sufficient authorized but unissued Common Stock to issue the shares of Common Stock underlying the Preferred Stock and Warrants. However, within Sixty (60) days of the Closing, the Company will amend its Articles of Incorporation to increase the authorized common stock to Two Hundred Fifty Million (250,000,000) Shares, and within Two Hundred Ten (210) days of the Closing, the Company will amend its Articles of Incorporation so that there are sufficient authorized shares for the conversion of the Preferred Stock and the exercise of the Warrants, and thereafter will reserve and shall continue to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to issue the shares of Common Stock underlying the Preferred Stock and Warrants. 6) Amendment. Schedule A to the Agreement is hereby amended and restated to read as follows: NUMBER OF SHARES OF COMMON STOCK AMOUNT OF INTO WHICH PREFERRED NAME AND ADDRESS INVESTMENT STOCK IS CONVERTIBLE - --------------------------- ------------ -------------------- Barron Partners LP 730 Fifth Avenue, 9th Floor New York, New York 10019 $6,615,000 189,000,000 Attn: Andrew Barron Worden [SIGNATURES ON FOLLOWING PAGE] 2 Dated the year and date first above written. Speedemissions, Inc. Barron Partners, LP a Florida corporation a Delaware Limited Partnership By: /s/ Richard A. Parlontieri By: /s/ Andrew Barron Worden --------------------------------- ------------------------------------ Rich Parlontieri, President Andrew Barron Worden, President 3