AMENDMENT No. 2 ASSET PURCHASE AGREEMENT
Exhibit
No. 10.25
AMENDMENT
No. 2
This
Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) dated as of the
20th day of November 2006 is made by and between Shearson Financial Network,
Inc. (the “Buyer”), and EHOMECREDIT Corp. (the “Seller”).
BACKGROUND
1. The
Buyer
and Seller have entered into that certain Asset Purchase Agreement, dated
as of
July 26, 2006 (the “Agreement”).
2. The
Buyer
and Seller have agreed to a certain amendment of the Agreement as set forth
herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the promises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
Buyer and the Seller, intending to be legally bound, hereby agree as
follows:
1. Consideration,
(Section 2.2).
a)
The
consideration for the Purchased Assets shall be amended from a total Purchase
Price equal to Four Million Seven Hundred Thousand Dollars ($4,700.000.00)
to a
total sum of Three Million Dollars ($3,000,000.00). This consideration is
represented in the form of the Buyer’s preferred stock. A certificate of
designation of convertible preferred stock authorized by resolution of the
Board
of Directors providing for the issuance of Seven thousand Five Hundred (7,500)
shares of convertible preferred stock shall be issued for the benefit of
the
Seller as the total purchase price.
b)
Form of Assignment and Assumption Agreement, (Exhibit B), shall change total
assets minus liabilities to be $485,876 from $1,628,229, refer to attached
Exhibit A, Purchased Assets and Liabilities.
c)
Allocation of Purchase Price, (Schedule 2.5), shall be amended as follows,
for
consideration of $3,000,000 in Buyer’s Preferred Stock; Buyer shall purchase
from Seller, a total of $3,568,761 in assets and assume $3,082,885 in
liabilities, or net assets and liabilities of $485,876, see attached Exhibit
A
to this amended Agreement.
2.
Continued
Effectiveness of Note.
Except
as specifically amended herein, all other terms and provisions of the Agreement
shall remain unchanged and in full force and effect.
3. Governing
Law.
This
Amendment shall be governed and construed in accordance with the laws of
the
State of Nevada without regard to the conflict of law principles
thereof.
4. Entire
Agreement.
This
Agreement and the documents referred to herein contain the entire agreement
between the Parties and supersede any prior understandings, agreements with
the
exception of the Asset Purchase Agreement, dated as of July 26, 2006 or
representations by or between the Parties, written or oral, which may have
related to the subject matter hereof in any way.
5. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed to be an original, admissible into evidence, and all of which together
shall be deemed to be a single instrument.
IN
WITNESS WHEREOF, the parties have executed this Amendment the day and year
first
written above.
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SHEARSON
FINANCIAL NETWORK, INC., A
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NEVADA
CORPORATION
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Dated:
November 20, 2006
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By:
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/s/ Xxxxxxx
X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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|
Title:
|
CEO
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EHOME
CREDIT CORP.
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Dated:
November 20, 2006
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By:
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/s/
Xxx Xxxxxxxx
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Name:
|
Xxx
Xxxxxxxx
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Title:
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EHOME
CREDIT CORP. Shareholder
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Dated:
November 20, 2006
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By:
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/s/
Xxx Xxxxxxxx
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Name:
|
Xxx
Xxxxxxxx (SW Consulting Inc.)
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Title:
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Stockholder
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Exhibit
A
Purchased
Assets and Liabilities
|
Assets
|
||||
|
Cash
|
$
|
130,404
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Mortgage
loans held for sale
|
3,074,896
|
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|
Prepaid
and other current assets
|
152,193
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|||
|
Total
current assets
|
3,360,493
|
|||
|
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|
Property
and equipment, net
|
208,268
|
|||
|
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||||
|
Total
Assets
|
$
|
3,568,761
|
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|
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|
Liabilities
|
||||
|
Warehouse
line of credit
|
$
|
3,038,028
|
||
|
Escrows
|
44,857
|
|||
|
Total
current liabilities
|
3,082,885
|
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|
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|
Total
Liabilities
|
$
|
3,082,885
|
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|
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|
Assets
- liabilities
|
$
|
485,876
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