AMENDMENT NO. 2
TO
PURCHASE AGREEMENT
This Amendment No. 2 (this "Amendment") to the Purchase Agreement dated
June 7, 2005, as amended, (the "Purchase Agreement") among IPEX, Inc., a
corporation organized and existing under the laws of the State of Nevada (the
"Purchaser"), B Tech Ltd., a corporation organized and existing under the laws
of the British Virgin Islands ("B Tech"), Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx") and
Xxxxxxxx Xxxx ("Xxxx"), is entered into this 2nd day of November 2005. B Tech,
Xxxxxxxxx and Boni are collectively referred to in this Amendment as the
"Sellers").
WITNESSETH:
WHEREAS, on June 7, 2005, the Purchaser and the Sellers entered into the
Purchase Agreement, a copy of which is annexed hereto as Exhibit A;
WHEREAS, on June 29, 2005, the Purchaser and the Sellers entered into
Amendment No. 1 to the Purchase Agreement, a copy of which is annexed hereto as
Exhibit B; and
WHEREAS, the parties now desire to amend the Purchase Agreement as
hereinafter set forth to further revise and clarify the calculation of the
Valuation Price per Share as calculated in Section 2.2 of the Purchase
Agreement.
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Purchase Agreement is hereby
amended as follows:
1. All capitalized terms not defined herein shall have the meanings of the
ascribed to such terms in the Purchase Agreement.
2. Section 2.2 of the Purchase Agreement is hereby amended to be and read
as follows:
"2.2 Purchase Price Adjustment. On the date ninety (90) days after
the Closing Date (the "Valuation Date"), the Purchaser shall compute the
price per share as the volume weighted average of closing prices of the
Common Stock quoted on the OTC Bulletin Board for the twenty (20) trading
days prior to the Valuation Date (the "Valuation Price per Share"). The
number of shares of Common Stock to be issued on the Valuation Date shall
be adjusted by dividing six million dollars ($6,000,000) by the Valuation
Price per Share."
3. Based upon the formula for calculating the Valuation Price per Share,
as hereby revised pursuant to Section 2 above, the Purchaser and the Sellers
hereby agree that the Valuation Price per Share equals $3.23.
4. (A) This Amendment shall be construed and interpreted in accordance
with the laws of the State of California without giving effect to the conflict
of laws rules thereof or the actual domiciles of the parties.
(B) Except as amended hereby, the terms and provisions of the Purchase
Agreement shall remain in full force and effect, and the Purchase Agreement is
in all respects ratified and confirmed. On and after the date of this Amendment,
each reference in the Purchase Agreement to the "Agreement," "hereinafter,"
"herein," "hereinafter," "hereunder," "hereof," or words of like import shall
mean and be a reference to the Purchase Agreement as amended by this Amendment.
(C) This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute a single Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Purchase Agreement as of the date first stated above.
PURCHASER
IPEX, Inc.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Xxxxxx Xxxxxxxx
Chief Executive Officer
SELLER
B Tech Ltd.
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxxx
Director
XXXXXXXXX
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxxx
BONI
By: /s/ Xxxxxxxx Xxxx
-------------------------------------
Xxxxxxxx Xxxx
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Exhibit A
Purchase Agreement
Exhibit B
Amendment No. 1 to Purchase Agreement
