AMENDMENT TO THE PURCHASE AGREEMENT
AMENDMENT
TO
THE
THIS
AMENDMENT TO THE PURCHASE AGREEMENT is made and entered into as of February
8,
2008 (this “Amendment”) by and between Xxxxxxxx Xxxx Xxxx (“Ofir”), Xxxxxxxx
Xxxxx (“Rigbi”; and together with Ofir, the “Sellers”), and TSSS, Inc., a
Delaware corporation (the “Purchaser”).
W
I T N E
S S E T H
WHEREAS,
on November 14, 2007, the parties entered into a Purchase Agreement (the
“Agreement”; capitalized terms used herein not otherwise defined shall have the
meanings given to such terms in the Agreement) whereby the Purchaser purchased
30,952,997 shares of common stock of DCI from Ofir, and 6,135,000 shares of
common stock of DCI from Rigbi; and
WHEREAS,
the Purchaser and Sellers, having subsequently finished their due diligence
reviews with respect to the transactions contemplated by the Agreement, desire
to amend certain provisions of the Agreement on the terms and provisions
contained in this Amendment; and
WHEREAS,
it has come to the attention of the parties that Ofir was the record and
beneficial owner of 29,602,997 shares of common stock of DCI and Rigbi was
the
record and beneficial owner of 4,135,000 shares of common stock of DCI rather
than the amounts stated in the Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Purchased
Shares. Each
reference in the Agreement and hereafter to the defined term “Purchased Shares”
is hereby amended and restated to reflect the 29,602,997 shares of common stock
of DCI owned by Ofir, and the 4,135,000 shares of common stock of DCI owned
by
Rigbi, for an aggregate 33,737,997 shares.
2. Purchase
Price for the Purchased Shares. The
purchase price per Purchased Share shall be reduced from $0.07 to $0.055 per
Purchased Share. Accordingly, simultaneous with the signing of this Amendment,
Ofir is refunding to the Purchaser $538,544.96, and Rigbi is refunding to the
Purchaser $202,025, representing the actual amount of Purchased Shares and
the
amended price per Purchased Share. Other than as provided herein, no other
terms
or provisions of the Agreement shall be modified or amended.
3. Assumption
of Obligations. In
further consideration of the execution and delivery of this Amendment, the
Purchaser expressly assumes any and all obligations or guarantees made by Ofir
to any third party with respect to DCI or its subsidiaries, including without
limitation, 000 Xxxxxx Xxxxxx Property Development, LLC, 000 Xxxxxx Xxxxxx,
LLC
and Xxxxxxx Wind Energy, Ltd.
4. Reference.
On and
after the date hereof, each reference in the Purchase Agreement to the “Purchase
Price”, “the price per share”, “hereunder”, “hereof”, “herein” or words of like
import, and each reference to the Purchase Agreement in any other agreement,
document or other instrument, shall automatically be deemed to include a
reference to this Amendment.
5. Counterparts.
This
Amendment may be executed in one or more counterparts and by facsimile, and
all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
6. Captions.
The
captions used in this Amendment are intended for convenience of reference only,
shall not constitute any part of this Amendment and shall not modify or affect
in any manner the meaning or interpretation of any of the provisions of this
Amendment.
7. Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, representatives and the permitted successors
and assigns of the parties hereto.
8. Governing
Law.
This
Amendment and the rights and obligations of the parties under this Amendment
shall be governed by and construed in accordance with the laws of the State
of
New York, without regard to conflict of laws rules applied in such
state.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
/s/ Xxxxxxxx Xxxx Xxxx | ||
XXXXXXXX XXXX XXXX |
/s/ Xxxxxxxx Xxxxx | ||
XXXXXXXX XXXXX |
TSSS, INC. | ||||
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Member of the Board |
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