AMENDMENT TO
Exhibit 10.7
AMENDMENT TO
STOCK PURCHASE AGREEMENT BETWEEN
XXXX XXXXXXXX CORPORATION
This Amendment to Stock Purchase Agreement (“this Amendment”), hereby entered into on this 4th day of June, 2006 by and between Jeantex Group, Inc. (“JEANTEX”), a Florida corporation with principal business address at 00000 Xxxxx Xxxx., Xxxxx 0000, Xxxxxxxxxx Xxxxx, XX 00000 and Xxxx Xxxxxxxx Corporation, a California corporation (“XXXXXXXX”) 000 X. Xxx Xxxxxxx Xx., Xxxxx 000, Xxx Xxxxxxx, XX 00000, describes the modifications with respect to the Stock Purchase Agreement dated December 20, 2005 between JEANTEX and XXXXXXXX.
WHEREAS, JEANTEX and XXXXXXXX entered into a Stock Purchase Agreement dated December 20, 2005, which was closed on December 30, 2005, pursuant to which JEANTEX agreed to issue 10,000,000 shares of restricted non-assessable common stock of JEANTEX and pay $650,000 to XXXXXXXX in exchange for 10,408 shares of common stock of XXXXXXXX, which shares represented 51% of all the issued and outstanding shares of XXXXXXXX immediately following the issuance of said shares to JEANTEX;
WHEREAS, as of the date of this Amendment, JEANTEX has delivered 10,000,000 shares of restricted common stock of JEANTEX and a total of $226,650.00 to XXXXXXXX and XXXXXXXX has received 10,000,000 shares of restricted common stock of JEANTEX and a total of $226,650.00
from JEANTEX;
WHEREAS, as of the date of this Amendment, CASTALSI has delivered to JEANTEX 10,408 shares of common stock of XXXXXXXX and JEANTEX has received 10,408 shares of common stock of XXXXXXXX, which shares represents 51% of all the issued and outstanding shares of XXXXXXXX immediately following the issuance of said shares to JEANTEX;
WHEREAS, it deems to be in the best interest of both JEANTEX and XXXXXXXX to amend the afore-mentioned Stock Purchase Agreement to read as follows:
SECTION 1.
AMENDED EXCHANGE TRANSACTION
(a) Purchase and Sale
On or before June 9, 2006, XXXXXXXX shall return Six Million (6,000,000) shares of common stock of JEANTEX to JEANTEX and retain Four Million (4,000,000) shares of common stock of JEANTEX whereas JEANTEX shall return Six Thousand Three Hundred Twenty Six (6,326) shares of common stock of XXXXXXXX and retain Four Thousand Eight Two (4,082) shares of common stock of XXXXXXXX, with such shares representing twenty percent (20%) of the total issued and outstanding capital stock of XXXXXXXX after giving effect to such adjustment. The Four Million (4,000,000) shares of common stock of JEANTEX retained by XXXXXXXX will be vested on a pro-rata basis based on XXXXXXXX’x projected revenues of $10,000,000 and net profits of $2,000,000 in the next twenty-four months commencing July 1, 2006. In the event said target revenues and profitability are not reached within said twenty-four months, the amount of vested shares shall be adjusted accordingly on a pro-rata basis.
XXXXXXXX shall retain all and any monies that have been delivered to XXXXXXXX or paid on behalf of XXXXXXXX by JEANTEX or its creditors. The balance of the promissory note that was made to XXXXXXXX by JEANTEX in connection with the referenced Stock Purchase Agreement shall be null and void upon the signing of this Amendment.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
Dated: June 4, 2006
Date: June 4, 2006
Xxxx Xxxxxxxx Corp.
A Florida Corporation A California Corporation
By:/s/ Xxxxx X. Fahman
By:/s/ Xxxx Xxxxxxxx
Xxxxx X. Fahman Xxxx Xxxxxxxx
Chairman & Interim CEO President & Chief Executive Officer
AMENDMENT TO
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