ADDENDUM NO. 2 TO ASSET PURCHASE AGREEMENT DATED AS OF MAY 12, 2010 (THE “ASSET PURCHASE AGREEMENT”) BETWEEN SOURCE REWORK PROGRAM, INC. AND EAGLEFORD ENERGY INC.
EXHIBIT
4.11
ADDENDUM
NO. 2 TO ASSET PURCHASE AGREEMENT
DATED
AS OF MAY 12, 2010 (THE “ASSET PURCHASE AGREEMENT”)
BETWEEN
SOURCE REWORK PROGRAM, INC. AND EAGLEFORD ENERGY INC.
This
Addendum is made and entered into as of the 30th day of
June 2010. Unless otherwise defined herein, capitalized terms used in
this Addendum shall have the meaning given to them in the Asset Purchase
Agreement.
NOW,
THEREFORE, in consideration of the respective covenants contained herein and
intending to be legally bound hereby, the Parties hereto agree as
follows:
1. Section
1.3(a) of the Asset Purchase Agreement is amended to read as
follows:
“1.3
Secured Promissory Note.
(a) Buyer’s
Note in favor of Seller in the amount of one hundred seventy-five thousand US
dollars shall be secured by the Assets until repaid in full and shall bear
interest at the rate of 5% per annum. $100,000 of the principal
amount of the Note together with all accrued interest due on the Note shall be
due and payable on February 28, 2011. $75,000 of the principal amount of the
Note together with all accrued interest due on the Note shall be due and payable
on August 31, 2011.”
2. Section
1.5 of the Asset Purchase Agreement is amended to read as follows:
“1.5 Title
Opinion. Seller shall provide Buyer with a title opinion on the
Assets on or before August 31, 2010. The August 31, 2010 date shall hereafter be
referred to as the Title Date. If Seller is unable to provide a title opinion on
or before the Title Date, or if it provides such an opinion and the opinion is
unable to substantiate Seller’s Defensible Title to the Assets, Buyer may, at
its option, rescind this Agreement by providing written notice thereof to Seller
within ten (10) business days of the Title Date (the “Notice Date”). In such
event, Seller shall promptly return the Purchase Price to Buyer which will
involve the return of $25,000 in cash and the original Note, which shall be
cancelled upon receipt. Upon any such Note cancellation, Buyer shall have no
obligation to Seller thereunder. To insure prompt return or release of the
Purchase Price, Seller agrees to have the cash payment and Note delivered in
escrow with Buyer’s counsel, Gottbetter & Partners, LLP, at Closing, and for
such cash and Note to remain in escrow until the earlier of (i) the Notice Date;
(ii) such time that the title opinion establishing Seller’s Defensible Title is
received; or (iii) such time that the title opinion condition is waived by
Buyer. Notwithstanding the foregoing, Buyer and Seller may mutually agree in
writing to further extend the Title Date.”
3. All
of the other terms of the Asset Purchase Agreement continue with full force and
effect.
4. This
Addendum may be executed by facsimile in any number of counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.
1
IN
WITNESS WHEREOF, this Addendum has been executed by the Parties as of June 30,
2010:
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title: President
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SOURCE
REWORK PROGRAM, INC.
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By:
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/s/ Xxxx Xxxxxxx
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Name: Xxxx
Xxxxxxx
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Title: Chief
Executive Officer
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