xedar8kex1027272007.htm


    
      

      

    

    
Exhibit
      10.2

    
 

    First
      Amendment

    to

    Stock
      Purchase Agreement

     

    among

     

    Xedar
      Corporation

    


    and

    


    Atlantic
      Systems Corporation,

    a
      Virginia corporation

    


    and

     

    Don
      W. Rakestraw, Jeffrey R. Grime, and J.O. McFalls,
      III

     

    Constituting
      All of The Shareholders of

    


    Atlantic
      Systems Corporation,

    a
      Virginia corporation

     

    


     

    Dated  July
      26, 2007

     

    


     

    



    
      
        
          First
            Amendment To     
Stock
          Purchase
          Agreement           

         

      

      
        -
          1
          -

        
          

        

      

      
         

      

    


    First
      Amendment

    to

    Stock
      Purchase Agreement

     

    This
      First Amendment To Stock Purchase Agreement (this
      "Amendment") is entered into as of
      July 26, 2007, by and among Xedar Corporation., a  Colorado corporation
      ("Buyer"), Don W. Rakestraw, Jeffrey R. Grime, and
      J.O. McFalls, III (each individually a "Shareholder"
      and collectively the "Shareholders"), constituting all
      of the Shareholders of Atlantic Systems Corporation, a Virginia corporation
      (the
      "Company"), and the Company.

     

    RECITALS

     

    A.           Buyer,
      Shareholders and the Company are parties to that certain Stock Purchase
      Agreement dated March 22, 2007 (Purchase Agreement).

     

    B.           Buyer,
      Shareholders, and the Company now desire to amend and modify certain provisions
      of the Purchase Agreement as more particularly set forth below.

     

    AGREEMENT

     

    In
      consideration of the terms hereof, the parties agree as follows:

     

    1.           Defined
      Terms

     

    Capitalized
      terms not otherwise defined herein shall have the meanings set forth in the
      Purchase Agreement.

     

    
      	
              2.

            	
              Amendment
                to Section 2.2 of the Purchase
                Agreement

            


    

     

    Section
      2.2 of the Purchase agreement is hereby deleted in its entirety and replaced
      by
      the following:

     

    
      	
               

            	
              2.2

            	
              Consideration
                for Shares

            


    

     

    The
      aggregate purchase price (the "Purchase Price") for
      the Shares shall be payable in three installments:

     

    (a)           The
      first installment  (the "Initial Payment")
      shall consist of one million three hundred eighty thousand eight hundred two
      (1,380,802) shares, no par value per share, of the common stock of Buyer (the
      "Stock"), payable as set forth in Section
      2.2.1.

     

    (b)           The
      second installment (the "Closing Payment") shall
      consist of three million (3,000,000) shares of Stock, payable as set forth
      in
      Section 2.2.1.

     

    (c)           The
      third installment (the "Contingent Payment") shall
      consist of a number of shares of Stock, not to exceed two million (2,000,000)
      shares, payable as set forth in Section 2.2.1.


    
      
         First
          Amendment
          To             

           Stock
            Purchase Agreement      
    

         

      

      
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          2
          -

        
          

        

      

      
         

      

    


     

    Unless
      and until the Stock is registered, all Stock constituting a portion of the
      Purchase Price shall be "restricted stock" as that term is define in Rule 144
      promulgated under the Securities Act of 1933, as amended (the
      "Act").  The Shareholders hereby covenant
      and agree that (i) the right to receive the Contingent Payment may not be sold,
      assigned or transferred; and (ii) Stock received pursuant to this Agreement
      shall not be hypothecated, negotiated, offered for sale, sold or otherwise
      transferred except pursuant to an effective registration statement under the
      Act
      (and applicable state securities laws) or pursuant to an exemption from
      registration under the Act (and applicable state securities laws) and until
      the
      expiration or termination of any lock-up agreement related thereto.

     

    3.           Amendment
      to Section 2.2.1 of the Stock Purchase Agreement

     

    Section
      2.2.1 of the Stock Purchase Agreement is hereby deleted in its entirety and
      replaced by the following:

     

    
      	
               

            	
              2.2.1

            	
              Payment

            


    

     

    (a)           First
      installment: At Closing (as defined below), or as promptly thereafter as
      possible, Buyer shall pay the Initial Payment by directing its transfer agent,
      Computershare Trust Company, Inc. (the "Transfer Agent"), to (a) issue to Don
      W.
      Rakestraw 715,256 shares of Stock; (b) issue to Jeffrey R. Grime 527,466 shares
      of Stock; and (c) issue to J.O. McFalls, III 138,080 shares of
      Stock.

     

    (b)           Second
      installment:  At Closing (as defined below), or as promptly thereafter
      as possible, Buyer shall pay the Closing Payment by directing its transfer
      agent, Corporate Stock Transfer (the "Transfer
      Agent"), to (a) issue to Don W. Rakestraw 1,554,000 shares of
      Stock; (b) issue to Jeffrey R. Grime 1,146,000 shares of Stock; and (c) issue
      to
      J.O. McFalls, III 300,000 shares of Stock.

     

    (c)           Third
      Installment:  If the Company (or a subsidiary thereof, including,
      Point One, L.L.C.) receives one or more significant RFPs, RFQs or SOWs from
      the
      federal government or a significant industry participant (including, but not
      limited to, the Maryland Procurement Office) and responds to such requests
      with
      one or more proposals not later than December 31, 2007 (the date upon which
      such
      condition is met being referred to herein as the "Contingent Payment
      Determination Date"), then Buyer shall pay the Contingent Payment in an amount
      of shares of Stock to be determined by Buyer; provided, however, that in no
      event shall the Contingent Payment exceed 2,000,000 shares of
      Stock.  Not later than five (5) days after the Contingent Payment
      Determination Date, Buyer shall direct its Transfer Agent to issue to each
      Don
      W. Rakestraw, Jeffrey R. Grime, and J.O. McFalls, III, their pro rata share
      (i.e., 51.8% to Don W. Rakestraw; 38.2% to Jeffrey R. Grime, and 10% to J.O.
      McFalls, III) of the number of shares of Stock required to be issued by Buyer
      pursuant to this Section 2.2.1(b), if any.


    
      
         First
          Amendment
          To             

           Stock
            Purchase Agreement      
    

         

      

      
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          3
          -

        
          

        

      

      
         

      

    


     

    4.           Miscellaneous

     

    Except
      as specifically amended and
      modified herein, the Purchase Agreement remains the same and shall otherwise
      continue in full force and effect, and to such extent, is hereby ratified and
      confirmed in all respects.  To the extent of any inconsistency between
      this Amendment and the Purchase Agreement, the terms of this Amendment shall
      control.  This Amendment may be executed in any number of
      counterparts, each of which, when executed, shall be deemed to be an original
      and all of which together will be deemed to be one and the same instrument
      binding upon all of the parties hereto, notwithstanding the fact that all
      parties are not signatory to the original or the same
      counterpart.  For purpose of this Amendment, fax signatures shall be
      deemed originals, and the parties agree to exchange original signatures as
      promptly as possible.  The parties agree to execute and deliver all
      other appropriate supplemental agreements, documents, or other instruments,
      and
      to take any other action necessary, to make this Amendment and the Purchase
      Agreement fully and legally effective, binding, and enforceable as between
      them
      and as against third parties or as necessary to effectuate the intent of this
      Amendment.

     

    


     

    IN
      WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
      effective as of the date and year first above written.

    


    BUYER:

    


    Xedar
      Corporation,

    a
      Colorado corporation

    


    


    By:     /s/
      Hugh H. Williamson, III

      Hugh
      H. Williamson, III,
      President and CEO

    


    


    COMPANY:

    


    Atlantic
      Systems Corporation

    a
      Virginia corporation

    


    


    By: 
      /s/ Don W. Rakestraw

    


    Name:
      Don W. Rakestraw

    


    Title:   CEO                                                      

    


    


    SHAREHOLDERS:

    


    


     /s/
      Don W.
      Rakestraw                                                                

    Don
      W.
      Rakestraw

    


    


     /s/
      Jeffrey R. Grime

    Jeffrey
      R. Grime

    


    


     /s/
      J.O. McFalls, III

    


    



    
      
        First
          Amendment
          To             

          Stock
            Purchase Agreement      
    

         

      

      
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          4
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