EXHIBIT 2.10
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (this "Amendment"),
dated as of November 28, 2003, is by and among World of Outlaws, Inc., a Texas
corporation (the "Corporation"), Xxx Xxxxxxx ("Shareholder"), and Boundless
Track Operations, Inc., a Nevada corporation (f/k/a Boundless Motor Sports
Racing, Inc.) ("Purchaser"). The above persons and entities are sometimes each
referred to herein as a "Party" and collectively, as the "Parties".
RECITALS
A. The Parties are parties to that certain Stock Purchase Agreement,
dated as of August 13, 2003 (the "Agreement"). All capitalized terms not
otherwise defined herein have the meanings set forth in the Agreement.
B. The Parties desire to amend the Agreement to the extent provided
below.
C. NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for good and valuable consideration, the adequacy, receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
AGREEMENTS
1. Section 2.2 of the Agreement is hereby amended to read in its
entirety as follows:
"2.2 PURCHASE PRICE. The purchase price for the Stock
shall be an amount equal to $5,000,000 less: (i) the
outstanding principal balance of and accrued but unpaid
interest on the Bridge Note as of the Closing Date (with such
principal being $1,200,000 as of December 9, 2003), all of
which shall be due and payable at the Closing, by wire
transfer of immediately available funds to the account
designated in writing by Shareholder; and (ii) the dollar
amount of any debts and/or obligations of the Corporation as
of the Closing Date (the "Purchase Price"), it being agreed
and understood that as of December 9, 2003, such debts and/or
obligations include, without limitation, the debts and
obligations identified on Schedule 2.2 attached hereto."
2. A new Section 2.3 is hereby added to the Agreement, which Section
2.3 shall read in its entirety as follows
"2.3 Interim Management. From December 9, 2003 until
the earlier of: (i) the Closing; or (ii) the termination of
this Agreement, Xxxx Xxxxxx shall serve as interim Chief
Executive Officer to work with Shareholder and Corporation as
Chief Executive Officer. During this interim period, (a)
neither the Corporation nor Shareholder shall enter into any
contract or agreement concerning the business or operations of
the Company without the consent of each of Shareholder,
Corporation and Xx. Xxxxxx; (b) neither the Corporation nor
Shareholder shall terminate
any personnel or alter the duties of any personnel without the
consent of each of Shareholder, Corporation and Xx. Xxxxxx;
and (c) Xx. Xxxxxx shall have complete access to the
facilities, books, records and personnel of the Corporation."
3. A new Section 7.11 is hereby added to the Agreement, which Section
7.1 shall read in its entirety as follows:
"7.1 Financial Statements. Purchaser, at its expense,
shall have the right to obtain (and the Shareholder and the
Corporation shall cooperate with Purchaser in such endeavor)
audited balance sheets and related audited statements of
income, retained earnings and cash flows for the Corporation
for the twelve-month periods ended December 31, 2001 and 2002,
including the notes thereto, as well as unaudited balance
sheets and related unaudited statements of income, retained
earnings and cash flows for the eleven-month period ended
November 30, 2003 (the "Required Financial Statements"), which
Required Financial Statements shall be reasonably satisfactory
in form and substance to Purchaser."
4. Section 9.1, subpart (f) of the Agreement is hereby amended to read
in its entirety as follows:
"(f) an executed two-year Consulting Agreement
between the Corporation and Shareholder, in the form attached
as Exhibit B (the "Xxxxxxx Consulting Agreement");"
5. Section 9.2, subpart (d) of the Agreement is hereby amended to read
in its entirety as follows:
"(f) an executed Xxxxxxx Consulting Agreement;"
6. Section 12.1, subpart (d) of the Agreement is hereby amended to read
in its entirety as follows:
"(d) At any time prior to the Closing Date by
Purchaser if the conditions stated in Article VII have not
been satisfied by the Drop-Dead Date."
7. Section 12.1, subpart (e) of the Agreement is hereby amended to read
in its entirety as follows:
"(e) At any time prior to the Closing Date by the
Corporation and Shareholer if the conditions stated in Article
VIII have not been satisfied by the Drop-Dead Date."
8. Exhibit A to the Agreement is hereby amended to add the following
definition:
2
"DROP-DEAD DATE" shall mean the earlier of: (i) the
date which is fifteen (15) days following the date of delivery
to Purchaser of the Required Financial Statements; or (ii)
April 9, 2004."
9. The heading to Exhibit B to the Agreement is hereby changed to
"XXXXXXX CONSULTING AGREEMENT", and the attached document in such Exhibit B is
hereby replaced with the document attached hereto as Exhibit B.
10. Section 3.9 is herby amended to substitute "unaudited balance
sheets and related unaudited statements of income, retained earnings and cash
flow" in place of "audited balance sheets and related audited statements of
income, retained earnings and cash flow" in the second line of Section 3.9..
MISCELLANEOUS
1. Except as modified and amended hereby, the Agreement is and shall
remain in force and effect in accordance with its terms.
2. This Amendment may be executed in several counterparts, all of which
are identical, each of which shall be deemed an original, and all of which
counterparts together shall constitute one and the same instrument.
3. This Amendment shall be governed by and construed in accordance
with, the laws of the State of Texas, regardless of the laws that might
otherwise govern under principles of conflicts of laws applicable thereto.
EXECUTED as of the date first above written.
WORLD OF OUTLAWS, INC.
By:
---------------------------------------------
Xxx Xxxxxxx, CEO and President
------------------------------------------------
Xxx Xxxxxxx
BOUNDLESS TRACK OPERATIONS, INC.
By:
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Xxxx Xxxxxx, Chief Executive Officer
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SCHEDULE 2.2
[To come]
S2.2 - 1
EXHIBIT B
XXXXXXX CONSULTING AGREEMENT
[See attached document]
B-1
