Amendment to Share Exchange Agreement
Exhibit
10.5
Amendment
to Share Exchange Agreement
This
Amendment No.1 to Share Exchange Agreement is dated as of July 15, 2005
(“Amendment
No. 1”)
by and
among (i) Xxxxxx Engineered Plastics Corp. a Nevada corporation (“Xxxxxx”), (ii)
Xxxxxxx Xxxxxxx Group, Inc., a Florida corporation (“CDG”), and (iii) the
shareholders of the CDG owning a majority of the outstanding shares (the
“Shareholders”).
Xxxxxx, CDG, and the Shareholders are referred to collectively as the
“Parties”.
WHEREAS,
the Parties have previously entered into an agreement dated as of July 1, 2005
(“Share
Exchange Agreement”),
whereby
all of the shareholders of CGD agreed to exchange all of their shares of CDG
for
shares of Xxxxxx upon the terms contained therein.
WHEREAS,
the Parties hereto desire to amend the Share Exchange Agreement to correct
the
number of shares to be issued to the CDG Shareholders from 96,468,627 shares
of
Xxxxxx to 113,131,453 shares and to provide for the return to Xxxxxx of the
16,662,826 shares of its Common Stock held in the name of CDG.
NOW
THEREFORE, upon the terms and conditions herein contained and for good and
valuable consideration, the Parties agree as follows.
1. All
terms
not otherwise defined herein shall have the meanings ascribed to such terms
in
the Share Exchange Agreement.
2.
Section
4.1 is hereby amended in its entirety to read as follows:
4.1 The
Exchange.
The CDG
Shareholders agree to assign, transfer, and deliver to the Corporation, free
and
clear of all liens, pledges, encumbrances, charges, restrictions or known claims
of any kind, nature, or description, all of the outstanding common shares and
one Series A Preferred Stock of CDG constituting 100% of the issued and
outstanding shares of CDG on a fully diluted basis, and the Corporation agrees
to acquire such shares by issuing and delivering to the CDG Shareholders in
exchange therefor an aggregate of 113,131,453 common shares and one Series
C
Preferred Stock.
In
addition to the foregoing, CDG shall return to Xxxxxx for cancellation
16,662,826 shares of Xxxxxx held by it.
3. All
other
terms and conditions of the Share Exchange Agreement shall remain in full force
and effect.
[signature
page is next]
[signature
page to amendment to Share Exchange Agreement]
IN
WITNESS WHEREOF, the undersigned has duly executed this Amendment No. 1 as
of
the date above written.
|
Xxxxxxx
Xxxxxxx Group, Inc.
|
Xxxxxx
Engineered Plastics Corp.
|
|
By:________________________
|
By:_________________________
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
___________________________
|
____________________________
|
|
Xxxxxx
X. Xxx
|
Xxx
Xxxxxxxx
|
|
___________________________
|
____________________________
|
|
Xxxxxxx
Xxxxxx
|
Xxxxx
Xxxxxxxx
|
|
Roadrunner
Capital Group, LLC
|
|
|
By:_______________________
|
|
|
Xxxxxxxxxxx
Xxxxxxxx
|
|
