* * * * AMENDMENT NO. 2 TO STOCK EXCHANGE AGREEMENT by and between National Health & Safety Corp. and Alternative Delivery Solutions, Inc. And Clark R. Doyal James D. Schell Greg Danna Jim and Vickie Foster, JTWROS George Pjura ADS Equity Partners, LP...
As filed with the SEC on December 30, 2002
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AMENDMENT NO. 2 TO
STOCK EXCHANGE AGREEMENT
by and between
National Health & Safety Corp.
and
Alternative Delivery Solutions, Inc.
And
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxx Xxxxx
Xxx and Xxxxxx Xxxxxx, JTWROS
Xxxxxx Xxxxx
ADS Equity Partners, LP
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxx
DoorDrop, XX
Xxxxxx Capital, LLC
(“ADS Shareholders”)
* * * * *
December 27, 2002
AMENDMENT NO. 2 TO
STOCK EXCHANGE AGREEMENT
This Amendment No. 2
(this “Amendment”) is made as of December 27, 2002 with reference to that certain Stock Exchange Agreement dated as of
October 7, 2002 (the "Agreement"), by and among National Health & Safety Corp., a Utah corporation, having its principal office
at 0000 Xxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (“NHLT” or the "Company"), Alternative Delivery Solutions, Inc.,
a Texas corporation, having its principal offices at 00000 Xxx Xxxxx; Xxxxx 000, Xxx Xxxxxxx, Xxxxx ("ADS"), Xxxxx X. Xxxxx, Xxxxx
X. Xxxxxx, Xxxx Xxxxx, Xxx and Xxxxxx Xxxxxx, JTWROS, Xxxxxx Xxxxx, ADS Equity Partners, LP, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxx,
Xxxxxx Capital, LLC and DoorDrop, LP(known collectively as
“ADS Shareholders”). Unless otherwise indicated herein, capitalized terms used in this Amendment without
definition shall have the respective meanings specified in the Agreement.
RECITAL:
WHEREAS the Company and
the ADS Shareholders desire to amend the Agreement as provided below.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
ARTICLE 1
AMENDMENTS TO THE AGREEMENT
1.1 Amendment to Article 1, Section 1.2 “Closing”. Section 1.2 of
Article 1 of the Agreement is hereby amended to read in its entirety as follows:
“1.2 Closing. The closing of the Exchange (the "Closing") shall take place the
sooner of January 31, 2003, or as soon as the conditions set forth in Article 6 have been satisfied or waived. Such date is
herein referred to as the "Closing Date." Subject to the provisions of Article 6, the failure to consummate the Exchange on
the date and time determined pursuant to this Section 1.2 will not result in the termination of this Agreement and
will not relieve any party of any obligation hereunder.
1.2 Amendment to Article
1, Section 1.3 “Termination Date”. Section 1.3 of Article 1 of the Agreement is hereby amended to read in its
entirety as follows:
“1.3 Termination Date. Pursuant to Article 7.2, this Agreement shall terminate on
February 1, 2003 (the “Termination Date”) and the parties will have no further obligations to the other to effectuate a
Closing, unless Company and ADS consent and agree to extend the Termination Date for a period not to exceed ninety (90) days.
In order to extend the Termination Date, Company and ADS must obtain the written consent of three of the following, which are
collectively referenced herein as the “Investors”:
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DoorDrop, LP |
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Xxxxx Xxxx Holdings, Inc., its general partner |
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(b) |
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ADS Equity Partners, LP |
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(c) |
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Xxxxxxx X. Xxxxxxx |
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(d) |
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Xxxxx X. Xxxx |
1.3 Amendment to Article 6, Section 6.1 “Third Party Beneficiaries of Three
Conditions of Closing the Exchange.”, subparagraph (a)(2). Section 6.1(a)(2) of Article 6 of the Agreement is
hereby amended to read in its entirety as follows:
(2) Pursuant to Paragraph 1.3, the Closing must take place on or before February 1,
2003.
ARTICLE 2
EFFECTS OF THIS AMENDMENT
2.1 Reference to the
Agreement. As of and after the date hereof, each reference in the Agreement to “this Agreement”,
“hereunder”, ‘hereof”, “herein”, “hereby” or words of like import referring to the
Agreement shall mean and be a reference to the Agreement as amended by this Amendment.
2.2 No Other
Effect. Except as specifically amended by this Amendment, each term, provision and condition of the Agreement survives,
remains and shall continue in full force and effect. Nothing in this Amendment shall be deemed to (a) constitute a waiver of
compliance by any party to the Agreement with respect to any term, provision or condition of the Agreement, or (b) prejudice any
right or remedy that any party to the Agreement may now have or may have in the future under or in connection with the
Agreement.
3.3 Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.
3.4 Counterparts.
This Agreement may be executed in multiple counterparts, by manual or facsimile signature, which together shall constitute a single
agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first written above.
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NATIONAL HEALTH & SAFETY CORP. |
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By: |
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Xxxx X. Xxxxx |
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Name: |
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Xxxx X. Xxxxx |
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Alternative Delivery Solutions, Inc. |
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By: |
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Xxxxx X. “Dub” Xxxxx |
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Name: |
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Xxxxx X. “Dub” Xxxxx |
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NATIONAL HEALTH & SAFETY CORP. |
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By: |
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Xxxx X. Xxxxx |
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Name: |
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Xxxx X. Xxxxx |
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Shareholders of Alternative Delivery Solutions, Inc.: |
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Xxxxx X. “Dub”
Xxxxx |
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Xxxxx X.
Xxxxxx
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ADS Equity Partners, LP |
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Xxxx Xxxxx, President |
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By: |
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First Advisors, Inc. |
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Xxxx Xxxxx, President |
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Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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DoorDrop, LP |
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Xxxxx Xxxx, President |
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By: |
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Xxxxx Xxxx Holdings, Inc. |
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Xxxxx Xxxx, President |
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Xxxxx X. Xxxx |
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Austin Capital, LLC |
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Xxxxx Xxxxxx, Manager |
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By: |
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Xxxxx Xxxxxx, Manager |
