FIRST AMENDMENT TO STOCK ACQUISITION AGREEMENT
Exhibit 2.3
FIRST AMENDMENT
TO
_____________________
This
FIRST AMENDMENT TO STOCK ACQUISITION AGREEMENT (this
“Amendment”), effective as
of October 9, 2020, is by and between TRANSWORLD ENTERPRISES, INC.,
a Delaware corporation (“Acquiror”) and Xxxxxx
Xxx, in his capacity as the Transferors’ Representative (the
“Transferors’
Representative”) under that certain Stock Acquisition
Agreement dated as of September 25, 2020, by and among GoIP Global,
Inc., Transworld Enterprises, Inc., GetCharged, Inc., the
Transferors signatory thereto, and Xxxxxx Xxx, as the
Transferors’ Representative (the “Acquisition Agreement”).
Acquiror and Transferors’ Representative are sometimes
referred to herein as a “Party” or, collectively,
as the “Parties”. Capitalized
terms used but not otherwise defined herein have the meanings
ascribed to them in the Acquisition Agreement.
WHEREAS, the
Parties are party to the Acquisition Agreement;
WHEREAS, the
Parties desire to amend the Acquisition Agreement as set forth
below; and
WHEREAS, Section
12.9 of the Acquisition Agreement provides that the Acquisition
Agreement may not be amended, supplemented or otherwise modified
except by an agreement in writing signed by the Acquiror and
Transferors’ Representative.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties
do hereby agree as follows:
ARTICLE I
AMENDMENT TO ACQUISITION AGREEMENT
Section
1.1
The first sentence of Section 2.4 of the Acquisition Agreement is
hereby amended and restated in its entirety to read as
follows:
“Acquiror and Parent Closing
Deliverables. At the Closing or
as soon as practicable thereafter, Acquiror (or Parent, in the case
of clause (c) below) shall deliver the
following:”
Section
1.2
Section 2.5 of the Acquisition Agreement is hereby amended and
restated in its entirety to read as follows:
“2.5
Manner of Payment.
The Purchase Price shall be paid to the Transferors as follows:
Parent shall issue to each Transferor a stock certificate
evidencing such Transferor’s Pro Rata Share of the number of
Parent Shares equal to the Purchase Price minus the Holdback Shares
(each, a “Closing
Parent Share Certificate”) and deliver a Closing
Parent Share Certificate to each Transferor at or as soon as
practicable following the Closing. The Closing Parent Share
Certificates shall be returned by the Transferors to Parent from
time to time to reflect any cancellation and/or re-issue of Parent
Shares pursuant to Section
10.6. The Parties agree that the aggregate number of Parent
Shares equal to the Purchase Price shall be 60,000,000 Parent
Shares.”
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Section
1.3
Section 10.6(c) of the Acquisition Agreement is hereby amended and
restated in its entirety to read as follows:
“(c)
For U.S. federal
and applicable state and local income Tax purposes, to the extent
permitted by applicable Law, Parent, Acquiror and the Transferors
agree (A) to treat the cancellation and/or re-issuance of Parent
Shares pursuant to Section
10.6(a) and Section
10.6(b) as an adjustment to the number of shares of common
stock of Parent comprising the Parent Shares issued hereunder and
that, for the avoidance of doubt, the cancellation of such Parent
Shares relate back to the time of the issuance of such Parent
Shares, and (B) to report the transactions contemplated by this
Agreement consistently with the foregoing, including, without
limitation, the filing of any Tax returns.”
Section
1.4 The definition of “Parent Shares” in Annex A
of the Acquisition Agreement is hereby amended and restated in its
entirety to read as follows:
““Parent
Shares” shall mean shares of common stock of Parent,
par value $0.0001 per share.”
Section
1.5 Exhibit A to the Acquisition Agreement is hereby amended
and restated in its entirety to read as set forth in Exhibit A hereto.
Section
1.6 The Parties further acknowledge and agree that the
Parties are entering into that certain letter agreement attached
hereto as Exhibit
B, which letter agreement shall supplement, and in no way
limit, the indemnification obligations set forth in the Acquisition
Agreement.
ARTICLE II
MISCELLANEOUS
Section
2.1 No Further Amendment. Except as
expressly amended hereby, the Acquisition Agreement is in all
respects ratified and confirmed and all the terms, conditions, and
provisions thereof shall remain in full force and effect. This
Amendment is limited precisely as written and shall not be deemed
to be an amendment to any other term or condition of the
Acquisition Agreement or any of the documents referred to therein.
The provisions of Article 12 of the Acquisition Agreement shall
apply to this Amendment mutatis mutandis.
Section
2.2 Effect of Amendment. This
Amendment shall form a part of the Acquisition Agreement for all
purposes, and each party thereto and hereto shall be bound hereby.
From and after the execution of this Amendment by the Parties, any
reference to the Acquisition Agreement shall be deemed a reference
to the Acquisition Agreement as amended hereby.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, this Amendment has been duly executed and
delivered by each Party hereto as of the date first above
written.
|
ACQUIROR:
TRANSWORLD ENTERPRISES, INC.
By:
Name:
Title:
Date:
October 12, 2020
|
TRANSFERORS’ REPRESENTATIVE:
XXXXXX
XXX
Date:
October 12, 2020
|
[Signature
Page to First Amendment to Stock Acquisition
Agreement]
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Exhibit A
See
attached.
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Exhibit B
See
attached.
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