AMENDMENT NO. 1 TO THE
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
THIS AMENDMENT (the "Amendment") is made and entered into as of December
8, 2005, by and between Xxxxx X. Little with offices at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxx, Xxxxx, ("Seller") and Dalian Fushi Bimetallic Manufacturing Company,
Ltd., a company organized under the laws of the People's Republic of China with
offices at City of Dalian, Liaoning Province, People's Republic of China
("Buyer").
WHEREAS, on November 9, 2005, Buyer and Seller entered into a stock
purchase agreement (the "Agreement") for the purchase and sale of 20,000,000
shares of common stock (the "Shares") of Parallel Technologies, Inc., a Nevada
Corporation ("Parallel"), out of a total of 39,243,659 shares issued and
outstanding.
WHEREAS, the parties wish to make certain amendments to the
Agreement;
NOW THEREFORE, In consideration of the mutual promises covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
AMENDMENT
1. Amendment of Section 1.02. Section 1.02 of the Agreement shall be
deleted and the following shall be substituted therefore:
1.02 Seller shall deliver the Shares to Xxxxxx X. Xxxxxxx, Esq., as
Escrow Agent, which shares shall be duly endorsed for transfer with
signature medallion guaranteed. Escrow Agent shall release the
Shares to Buyer's counsel, Guzov Ofsink, LLC, 000 Xxxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the Closing Date. Legal
title and ownership to the Shares shall pass to Buyer on the Closing
Date prior to Seller's receipt of the Purchase Price as described
below. Seller hereby acknowledges and agrees, however, that he shall
not receive the Purchase Price until (i) Parallel consummates a
share exchange with the stockholders of all outstanding capital
stock of Diversified Product Inspections, Inc., a Delaware
Corporation ("DPI"), pursuant to which Parallel acquires 100% of the
issued and outstanding common stock of DPI (the "Share Exchange")
and (ii) Parallel receives funds of at least $11 million from the
sale of Series B Convertible Preferred Stock of Parallel to outside
investors pursuant to the closing of the transactions contemplated
by a Stock Purchase Agreement with respect thereto (the "Stock
Purchase Agreement"). Following the closing of the Share Exchange
and funding of the sale of Series B Convertible Preferred Stock,
which Buyer covenants shall occur on the same day as the Closing
Date (but after acquisition of the Shares by Buyer), Buyer shall
transmit the Purchase Price to the Escrow Agent.
1
2. Amendment to Section 5.01. Section 5.01 of the Agreement shall be
deleted and the following shall be substituted therefore:
5.01 The Closing of the transactions contemplated by this Agreement
("Closing") shall take place on or before December 12, 2005 (the
"Closing Date"). At the Closing, all of the documents and items
referred to herein shall be exchanged. In the event that the Closing
does not occur by December 12, 2005, this Agreement shall terminate
and neither party shall have any further rights or obligations
hereunder.
ARTICLE II
MISCELLANEOUS
1. Amendments. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the
Agreement. The Parties agree that the Agreement, as amended hereby, shall
continue to be legal, valid, binding and enforceable in accordance with its
terms.
2. Headings. The section headings contained in this Amendment are for
purposes of convenience only, and shall in no way bear upon the construction or
interpretation of this Amendment.
3. Entire Agreement. The Agreement, as amended hereby, constitutes the
entire agreement among the Parties hereto and thereto, and supersedes all prior
agreements, understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
4. Modification and Waiver. This Amendment may not be modified or amended
except by an instrument or instruments in writing signed by the parties hereto.
No waiver of any of the provisions of this Amendment shall be deemed, or shall
constitute, a waiver of any other provisions, whether or not similar. No waiver
shall be binding unless executed in writing by the party making the waiver.
5. Counterparts. This Amendment may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. Severability. The provisions of this Amendment are severable, and the
invalidity of any provision shall not affect the validity of any other
provisions.
2
7. Binding Effect. This Amendment shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and
permitted assigns.
8. Governing Law. This Amendment, its validity, interpretation and
performance shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.
DALIAN FUSHI BIMETALLIC
MANUFACTURING COMPANY, LTD.
/s/ Xxxxx X. Little /s/ Li Fu
-------------------------- -------------------------
Xxxxx X. Little, Seller By: Li Fu
3
