AMENDMENT TO ASSET PURCHASE AGREEMENT
AMENDMENT
TO ASSET PURCHASE AGREEMENT
THIS
AMENDMENT TO ASSET PURCHASE AGREEMENT,
dated
as of the 22nd day of August, 2006 (the “Amendment”) by the below executing
parties, hereby amends the Asset Purchase Agreement (the “Agreement”)
dated
as of July 14, 2006, entered into by and among Tactical Air Defense Services,
Inc. (“Parent”),
Genesis Aviation Acquisition Inc., Resource Financial Aviation Holdings Inc.,
and OneSource Aviation Acquisition Inc. each a Nevada corporation and wholly
owned subsidiary of Parent (each a “Subsidiary”,
the
Subsidiaries and Parent are each sometimes referred to herein as a “Purchaser”)
as
Purchasers and AeroGroup Incorporated, a Utah corporation (“AeroGroup”)
and
its wholly owned subsidiaries, Genesis Acquisition, Inc., Resource Financial
Holdings Acquisition, Inc., and OneSource Acquisition, Inc., each a Delaware
corporation, as sellers (each individually a “Seller
Subsidiary”, the
Seller Subsidiaries and AeroGroup each being sometimes referred to herein as
a
“Seller”).
All
capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Agreement.
1. This
Amendment hereby amends and restates Section 7(g) of the Agreement to be and
read as follows:
“ Parent
shall have obtained the requisite permits for ownership and operation of
the
Purchased Assets as more fully described in Section 4(e). Additionally,
Xxxxxx
Xxxxxxxx,
the Company’s existing sole Board member, shall, upon satisfaction of certain
disclosure
requirements that are required to be made pursuant to rules of the Exchange
Act,
appoint: Xxxxxxx to the Company’s Board of Directors and as Secretary and
Treasurer;
Lt. General Xxxxxxx Xxxxxxx as President; and Xxxx Xxxxx Xxxxxx as Vice
President
(the “Interim
Management”).
Simultaneously, Xx. Xxxxxxxx shall resign from
the
Board.”
2. This
Amendment may be signed in one or more counterparts.
[Signature
Pages Follow]
COUNTERPART
SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST
21,
2006
IN
WITNESS WHEREOF,
the
parties hereto, intending to be bound hereby, have caused this Amendment to
Asset Purchase Agreement to be executed the day and year first above
written.
| SELLERS: | ||
| AEROGROUP INCORPORATED | ||
| |
|
|
| By: /s/ Xxxx X. Xxxxxxx | ||
|
Name: Xxxx X. Xxxxxxx |
||
| Title: President | ||
| GENESIS ACQUISITION, INC. | ||
| |
|
|
| By: /s/ Xxxx X. Xxxxxxx | ||
|
Name: Xxxx X. Xxxxxxx |
||
| Title: Title: President | ||
| RESOURCE FINANCIAL HOLDINGS ACQUISITION, INC. | ||
| |
|
|
| By: /s/ Xxxx X. Xxxxxxx | ||
|
Name: Xxxx X. Xxxxxxx |
||
| Title: Title: President | ||
| ONESOURCE ACQUISITION, INC. | ||
| |
|
|
| By: /s/ Xxxx X. Xxxxxxx | ||
|
Name: Xxxx X. Xxxxxxx |
||
| Title: Title: President | ||
COUNTERPART
SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST
21,
2006.
IN
WITNESS WHEREOF,
the
parties hereto, intending to be bound hereby, have caused this Amendment to
Asset Purchase Agreement to be executed the day and year first above
written.
| PURCHASERS: | ||
| TACTICAL AIR DEFENSE SERVICES, INC. | ||
| |
|
|
| By: /s/ Xxxxxx Xxxxxxxx | ||
|
Name: Xxxxxx Xxxxxxxx |
||
| Title: Title: President | ||
| GENESIS AVIATION ACQUISITION INC. | ||
| |
|
|
| By: /s/ Xxxxxx Xxxxxxxx | ||
|
Name: Xxxxxx Xxxxxxxx |
||
| Title: President | ||
| RESOURCE FINANCIAL AVIATION HOLDINGS INC. | ||
| |
|
|
| By: /s/ Xxxxxx Xxxxxxxx | ||
|
Name: Xxxxxx Xxxxxxxx |
||
| Title: President | ||
| ONESOURCE AVIATION ACQUISITION INC. | ||
| |
|
|
| By: /s/ Xxxxxx Xxxxxxxx | ||
|
Name: Xxxxxx Xxxxxxxx |
||
| Title: President | ||
