SEC Info - Changing World Technologies, Inc. - IPO: ‘S-1/A’ on 10/8/08

Changing World Technologies, Inc. – IPO: ‘S-1/A’ on 10/8/08 – EX-10.5

On: Wednesday, 10/8/08, at 3:38pm ET · Accession #: 950123-8-12380 · File #: 333-152967

As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/08/08 Changing World Technologies, Inc. S-1/A 24:2.8M RR Donnelley/FA

Document/Exhibit Description Pages Size 1: S-1/A Amendment No. 1 to Form S-1 HTML 1.32M 2: EX-4.2 Ex-4.2: Common Stock Purchase Warrant No. W-1 HTML 51K 3: EX-4.3 Ex-4.3: Common Stock Purchase Warrant No. W-2 HTML 44K 4: EX-4.4 Ex-4.4: Common Stock Purchase Warrant No. W-3 HTML 45K 5: EX-4.5 Ex-4.5: Common Stock Purchase Warrant No. W-4 HTML 45K 6: EX-4.6 Ex-4.6: Common Stock Purchase Warrant No. W-5 HTML 41K 7: EX-4.7 Ex-4.7: Common Stock Purchase Warrant No. W-6 HTML 42K 8: EX-4.8 Ex-4.8: Registration Rights Agreement HTML 99K 9: EX-9.1 Ex-9.1: Amended and Restated Voting Agreement HTML 59K 10: EX-10.1 Ex-10.1: Stock Purchase Agreement HTML 85K 18: EX-10.10 Ex-10.10: Assignment Agreement HTML 14K 19: EX-10.11 Ex-10.11: Settlement Agreement HTML 80K 20: EX-10.12 Ex-10.12: Employment Agreement HTML 35K 11: EX-10.3 Ex-10.3: Stock Purchase Agreement HTML 97K 12: EX-10.4 Ex-10.4: Securities Purchase Agreement HTML 108K 13: EX-10.5 Ex-10.5: First Amendment to Securities Purchase HTML 21K Agreement 14: EX-10.6 Ex-10.6: 2002 Stock Plan HTML 75K 15: EX-10.7 Ex-10.7: Renewable Diesel Fuel Oil Sales Contract HTML 38K 16: EX-10.8 Ex-10.8: By-Products Supply Agreement HTML 68K 17: EX-10.9 Ex-10.9: Exclusive License Agreement HTML 58K 21: EX-16.1 Ex-16.1: Letter From Martorella & Grasso, LLP HTML 12K 22: EX-21.1 Ex-21.1: Subsidiaries of the Registrant HTML 9K 23: EX-23.1 Ex-23.1: Consent of Ernst & Young LLP HTML 9K 24: EX-23.2 Ex-23.2: Consent of Ernst & Young LLP HTML 9K

Exhibit 10.5

FIRST AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of July ___, 2005, among CHANGING WORLD TECHNOLOGIES, INC., a Delaware corporation (the “Company”), having its principal office at 460 Hempstead Avenue, West Hempstead, New York 11552 and each of the investors set forth on signature pages hereto (each an “Investor”; and collectively the “Investors”).

WHEREAS, the Company and the Investors are party to that certain Securities Purchase Agreement date October 24, 2002 (the “Original Agreement”);

WHEREAS, the Company and the Investors desire to amend the Original Agreement to eliminate the Investors rights to cause the Company to register shares of common stock of the Company as set forth in Sections 7.2.2 and 7.2.3(i) thereof.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

1. Amendments. Sections 7.2.2 and 7.2.3(i) of the Original Agreement are hereby deleted and of no further force and effect.

2. Inconsistent Terms. The terms and provisions hereof are intended to amend the Original Agreement. If any term or provision of the Original Agreement is contradictory to, or inconsistent with, any term or provision of this Amendment, then the terms and provisions of this Amendment shall in all events control and such contradictory or inconsistent term or provision of the Original Agreement shall be null and void. All terms of the Original Agreement not expressly amended hereby shall remain in full force and effect..

3. Miscellaneous.

3.1 This Amendment shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York.

3.2 This Amendment may be executed in separate counterparts, all of which shall constitute one agreement.

[Signature Page to First Amendment to Securities Purchase Agreement — Continued]


	ZACHARY I. SILVER 1999 TRUST
	By:
		Eve Silver, Trustee


	EMILY J. SILVER 1999 TRUST
	By:
		Eve Silver, Trustee


	LILA R. SILVER 1999 TRUST
	By:
		Eve Silver, Trustee


	MALCOLM FINKELSTEIN 1999 TRUST
	By:
		Michael B. Finkelstein, Trustee


	BENJAMIN FINKELSTEIN 1999 TRUST
	By:
		Michael B. Finkelstein, Trustee


	CAROLINE S. FINKELSTEIN 1999 TRUST
	By:
		Michael B. Finkelstein, Trustee

This ‘S-1/A’ Filing

Date

Other Filings

Filed on:

10/8/08

None on these Dates

10/24/02

List all Filings


	COMPANY: CHANGING WORLD TECHNOLOGIES, INC.
	By:
	Name:
	Title:

	INVESTORS: CWT VENTURES GROUP II LLC
	By:
		Name:
		Title:

	Eizel 33, LLC
	By:
		Name:
		Title:


	JACOB ENTEL 1999 TRUST
	By:
		Deborah Entel, Trustee


	ALEXA M. ENTEL 1999 TRUST
	By:
		Deborah Entel, Trustee


	MED PARTNERS
	By:
		Michael B. Finkelstein, Partner

Changing World Technologies, Inc. – IPO: ‘S-1/A’ on 10/8/08 – EX-10.5

On: Wednesday, 10/8/08, at 3:38pm ET · Accession #: 950123-8-12380 · File #: 333-152967

Previous ‘S-1’: ‘S-1’ on 8/12/08 · Next: ‘S-1/A’ on 11/3/08 · Latest: ‘S-1/A’ on 2/12/09

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

EX-10.5 — Ex-10.5: First Amendment to Securities Purchase Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein



		Jerome Finkelstein


		Harold Finkelstein

Changing World Technologies, Inc. – IPO: ‘S-1/A’ on 10/8/08 – EX-10.5

On: Wednesday, 10/8/08, at 3:38pm ET · Accession #: 950123-8-12380 · File #: 333-152967

Previous ‘S-1’: ‘S-1’ on 8/12/08 · Next: ‘S-1/A’ on 11/3/08 · Latest: ‘S-1/A’ on 2/12/09

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.5 — Ex-10.5: First Amendment to Securities Purchase Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents