FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.11
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
First Amendment to Stock Purchase
Agreement (the “Agreement”) dated as of the ___th day of
August, 2007, to be effective as of June 15, 2007 (the “Effective
Date”) is made and entered into by and between MASTODON
VENTURES, INC., a Texas corporation with offices at 000 Xxxxxxxx Xxx.,
Xxxxx 0000, Xxxxxx, XX 00000 (“Purchaser”) and
ALLMARINE CONSULTANTS CORPORATION, a Nevada corporation with
offices at 8601 XX 0000, Xxxx. 0, Xxxxx 000, Xxxxxx, Xxxxx 00000
(“Seller”).
W
I T N E S S E T H :
WHEREAS,
Seller and the Purchaser previously entered into a Stock Purchase Agreement
dated April 17, 2007 (the “Stock Purchase”), which contemplated
the Purchaser purchasing from the Seller, 1,005,000 shares of Common Stock
for a
purchase price of One Thousand Fifty Dollars ($1,050) (the
“Purchase”);
WHEREAS,
the closing
of the Purchase was conditioned on the closing by the Seller of a reverse merger
transaction with Baxl Technologies, Inc. (and a private placement of securities
simultaneously with the closing thereof) (the “Reverse
Merger”);
WHEREAS,
the Closing
Date of the Reverse Merger (as defined in the Stock Purchase), was required
to
occur by June 15, 2007, unless extended pursuant to the terms of the Stock
Purchase to at the latest July 27, 2007 (the “Required Closing
Date”); and
WHEREAS,
the Reverse
Merger did not close by the Required Closing Date, and the parties now desire
to
enter into this Agreement to extend the date of such Required Closing
Date.
NOW
THEREFORE, in
consideration of the foregoing premises, and of the mutual covenants and
undertakings contained herein, and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by
the parties hereto, the parties to this Agreement hereby agree as
follows:
ARTICLE
1
EXTENSION
OF REQUIRED CLOSING DATE
1.01. Extension
of Required Closing Date. The Purchaser and the Seller hereby agree that the
Required Closing Date as provided in the Stock Purchase shall be extended until
August 31, 2007.
1.02. Waiver
of Rights. The Purchaser and Seller additionally agree to waive any default
and/or rights they may have had due to fact that the Reverse Merger did not
occur by the Required Closing Date.
1.03. Escrow
Agent. The Purchaser and Seller agree that the Escrow Agent (as
defined in the Stock Purchase) can rely on the Required Closing Date as amended
hereby in connection with the provisions of Article 4 of the Stock Purchase
as
amended hereby.
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE PARTIES
2.01. Reaffirmation
of Warranties. The Purchaser and the Seller agree that all of the
representations made by the Purchaser (under Section 5.01 of the Stock Purchase)
and the Seller (under Section 5.02 of the Stock Purchase) are accurate and
valid
as of the date of this Agreement, and the parties hereby reconfirm and ratify
such representations as of the date of this Agreement.
2.02. Status
of Stock Purchase. The parties hereto agree that other than the
amendment to the Required Closing Date affected by Article 1 of this Agreement,
all other sections, terms, conditions and requirements as set forth in the
Stock
Purchase shall remain in full affect and be fully enforceable against the
parties hereto.
ARTICLE
3
MISCELLANEOUS
(a) Neither
Seller nor Purchaser may assign this Agreement or their respective rights,
benefits or obligations hereunder without the written consent of the
non-assigning party, except that Purchaser may assign, in whole or in part,
its
rights to purchase the Shares to any third party(ies) designated by
it.
(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, administrators, executors and permitted assigns. Nothing contained in this Agreement is intended to confer upon any person or entity, other than the parties hereto, or their respective successors, heirs, personal representatives, administrators, executors or permitted assigns, any rights, benefits, obligations, remedies or liabilities under or in connection with this Agreement.
(c) No
waiver of any provision of this Agreement or of any breach hereof shall be
effective unless in writing and signed by the party to be bound thereby.
The
waiver by any party hereto of a breach of any provision of this Agreement,
or of
any representation, warranty, obligation or covenant in this Agreement by
the
other party hereto, shall not be construed as a waiver of any subsequent
breach
of the same or of any other provision, representation, warranty, obligation
or
covenant of such other party under this Agreement, unless the instrument
of
waiver expressly provides otherwise.
(d) This
Agreement shall be governed by and construed in accordance with the laws
of
Texas with respect to contracts made and to be fully performed therein without
regard to the conflicts of laws principles thereof. The parties
hereto hereby agree that any suit or proceeding arising under or as a result
of
this Agreement or the consummation of the transactions contemplated hereby,
shall be brought solely in a Federal or State court located in Xxxxxx County,
Texas except as otherwise provided below. By their execution hereof,
the parties hereto
irrevocably consent and submit to the in personam jurisdiction of the Federal
and State courts located in Xxxxxx County, Texas and agree that any process
in
any suit or proceeding commenced in such courts under this Agreement may
be
served upon them personally or by certified or registered mail, return receipt
requested, or by a nationally recognized overnight courier service which
provides evidence of delivery, with the same force and effect as if personally
served upon them in such City, County and State. The parties hereto
each waive any claim that any such jurisdiction is not a convenient forum
for
any such suit or proceeding and any defense of lack of in personam jurisdiction
with respect thereto.
(e) The
parties hereto hereby agree that, at any time and from time to time after
the
date hereof upon the reasonable request of any of the parties hereto and
at no
cost to the party to which any such request is made, they shall do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and
delivered, such further acts, deeds, assignments, transfers,
conveyances, and assurances as may be reasonably required to more
effectively consummate this Agreement and the transactions contemplated thereby
or to confirm or otherwise effectuate the provisions of this
Agreement.
(f)
Each party hereto represents and warrants to the other that he or it has
been
represented by independent counsel of his or its own choosing in connection
with
the negotiation, execution, delivery and consummation of this
Agreement.
(g) Except
as set forth below, each of the parties hereto shall bear all of their
respective costs and expenses incurred in connection with the negotiation,
preparation, execution, consummation, performance and/or enforcement of this
Agreement. Notwithstanding the foregoing, in the event of any action
or proceeding instituted by any party hereto to enforce the provisions of
this
Agreement, the party prevailing therein shall be entitled to reimbursement
by
the other breaching party of the legal costs and expenses incurred by the
prevailing party in connection therewith.
(h) This
Agreement may be executed in one or more counterparts, each of which, when
executed and delivered, shall be deemed an original, but all of which when
taken
together, shall constitute one and the same instrument and this Agreement
may be
completed by facsimile transmission, which transmission will be deemed to
be an
original and considered fully legal and binding on the parties
hereto.
(i) The
Article and Section headings used in this Agreement have been used for
convenience of reference only and are not to be considered in construing
or
interpreting this Agreement.
(j)
If one or more provisions of this Agreement are held to be unenforceable
under
applicable law, such provision(s) shall be excluded from this Agreement and
the
balance of this Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF,
the undersigned have set their hands effective as of the Effective Date set
forth above.
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SELLER:
ALLMARINE
CONSULTANTS
CORPORATION
By:
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx -- CEO
Print
Name and Title
PURCHASER
MASTODON
VENTURES, INC.
By:
/s/ Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, President
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