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EXHIBIT 6.4
FIRST AMENDMENT TO CITY OF NEW ORLEANS
STOCK EXCHANGE AGREEMENT
BY AND AMONG
INTERGLOBAL WASTE MANAGEMENT,
INC. STATE OF LOUISIANA
AND
ROYCE INSTRUMENT CORPORATION,
XXXXX X. XXXXXX, XXXXX X. XXXXXXX,
AND XXXX X. XXXXXXXXX UNITED STATES OF AMERICA
THIS FIRST AMENDMENT (the "Amendment"), is made this 21st day of
August, 2000, by and among Interglobal Waste Management, Inc. ("IWM"), a
California corporation, on the one hand, and Royce Instrument Corporation, a
Louisiana corporation (hereinafter referred to as "Royce"). Xxxxx X. Xxxxxx,
Xxxxx X. Xxxxxxx, and Xxxx X. Xxxxxxxxx (the "Stockholders"), and Xxxx Xxxxxx
("Xxxxxx") as Intervenor.
WHEREAS, prior to June 23, 2000, Xxxxxx was the owner of 1,300 shares of
Royce common stock;
WHEREAS, on June 23, 2000, Royce and Xxxxxx executed a certain Stock
Redemption Agreement (the "Redemption") whereby Xxxxxx'x stock was redeemed for
the aggregate price of $1,591.94;
WHEREAS, after the consummation of the Redemption, the Stockholders and
IWM executed a Stock Exchange Agreement the "Agreement") whereby the
Stockholders transferred all of the then issued and outstanding shares of Royce
stock, valued at $1.224522 per share, to IWM in return for shares of IWM stock,
valued at $1.50 per share;
WHEREAS, Xxxxxx desired to cancel and rescind the Redemption and transfer
all of the shares she owned in Royce prior to the Redemption to IWM on the same
terms and conditions, and for the same per-share price, as is set forth in the
Agreement;
WHEREAS, the parties agree that the Redemption should be rescinded and
that the Agreement should be amended so as to include Xxxxxx'x Xxxxx shares in
the exchange for IWM shares.
NOW, THEREFORE, in consideration of the premises the parties agree as
follows:
1. RESCISSION. Royce and Xxxxxx hereby rescind the Redemption.
Accordingly, Xxxxxx'x 1,300 shares of Royce stock shall not be cancelled, and
any consideration actually paid to Xxxxxx in connection with the Redemption
shall be returned to Royce.
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2. AMENDMENT. The Agreement shall be, and is hereby, amended to include
the 1,300 shares of Royce stock owned by Xxxxxx in the total shares exchanged
for IWM stock. Accordingly, the total number of Royce shares exchanged shall be
332,823, with 1,062 of those shares being issued to Xxxxxx. All other
provisions of the Agreement shall continue in full force and effect, except to
the extent expressly amended by this Section 2.
3. EFFECTIVE DATE. The effective date of this Amendment shall be June
23, 2000.
4. REPRESENTATIONS AND WARRANTIES OF XXXXXX. Xxxxxx represents and
warrants that she owns the Royce stock herein transferred free and clear of all
liens, encumbrances, charges, and assessments. Xxxxxx further expressly
acknowledges all representations and warranties of the Stockholders set forth
in the Agreement and incorporates the same herein by reference as her own
representations and warranties to IWM in connection with this Amendment.
5. REPRESENTATIONS AND WARRANTIES OF IWM. IWM represents and warrants
that the execution, delivery and performance of this Amendment has been
authorized by all requisite corporate action and that upon the execution and
delivery of this Amendment, Xxxxxx shall own the IWM stock herein transferred
free and clear of all liens, encumbrances, charges, and assessments. IWM
further expressly acknowledges all representations and warranties of the Buyer
set forth in the Agreement and incorporates the same herein by reference as its
own representations and warranties to Xxxxxx in connection with this Amendment.
6. OTHER RIGHTS AND OBLIGATIONS. Xxxxxx expressly accepts all
obligations of the Stockholders, and grants to IWM all rights as Buyer, set
forth in the Agreement as if copied herein in their entirety. IWM expressly
accepts all obligations of the Buyer, and grants to Xxxxxx all rights as a
Stockholder, set forth in the Agreement as if copied herein in their entirety.
7. FURTHER ASSURANCE. The parties hereto expressly acknowledge that all
documents required by the parties to be executed and/or delivered pursuant to
this Amendment may not have been executed and delivered upon execution of this
Amendment. The failure of delivery or execution of documents shall not, ipso
facto, be deemed to be a default or breach of this Amendment without reasonable
prior notice to the aggrieving party providing a reasonable opportunity for
such party to cure the alleged breach or default. Each party hereto agrees be
cooperative and shall take such further action and execute and deliver such
further documents as may be reasonably requested by the another party hereto in
order to effectuate or facilitate the purpose and intents of this Amendment.
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8. GOVERNING LAW. This Agreement shall be deemed to be made in the State
of California and shall be governed by the laws herein.
9. SEVERABILITY. The invalidity or unenforceability of any provision
hereto shall in no way effect the validity or enforceability of any other
provision.
10. SURVIVAL OF REPRESENTATIONS. All representaions and warranties made
hereunder shall survice the delivery of the shares being purchased.
11. BENEFIT. This Agreement shall be binding upon and inure to the
benefit of the parties, their legal representatives and assigns.
12. COUNTERPARST. This Agreement may be executed in one or more
counterparts and/or by facsimile, each of which shall be deemed an original,
but all of which together shall constitute one and trhe same instrument.
IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.
WITNESSES:
/s/ [Illegible] /s/ XXXX XXXXXX
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Xxxx Xxxxxx
ROYCE INSTRUMENT CORPORATION
/s/ XXXXX XXXXXXX By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
INTERGLOBAL WASTE MANAGEMENT, INC.
/s/ [Illegible] By: /s/ XXX XXXXXXXX
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Xxx Xxxxxxxx
/s/ [Illegible] By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
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/s/ XXXXX XXXXXXX By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
/s/ [Illegible] By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
