EXHIBIT 10.1
AMENDMENT TO SHARE PURCHASE AGREEMENT
DATED MARCH 31, 2015
BY AND AMONG T-XXX OIL, INC.
AND
WESTERN INTERIOR OIL & GAS CORP.
AND
ITS SHAREHOLDERS
For and in consideration of mutual benefits, detriments, and promises,
and the covenants herein, the parties agree to amend the Share Exchange
Agreement, as follows:
Section2.01(b) is hereby deleted and substituted therefore is the
following:
T-Xxx shall purchase 17 percent of the Western Interior Oil & Gas Corp.
common shares as described as follows for $1,001,333.75 within 6 months
hereafter:
XxXxxxxxxx Revocable Living Trust...........28,737
Xxx X. Xxxxxxxxxxx...........................2,337
Xxxxxxxx Xxxxxxxxxxx...........................559
Xxxxx Investments LLC........................1,452
Section 2.03 is amended to delete "9,000,000" and substitute
"7,470,000."
Section 4.02 is hereby amended to replace the first sentence with the
following:
"The authorized capital stock of TRO consists of 275,000,000 shares of
TRO Common Stock and 50,000,000 shares of Preferred Stock of which 7,809,857
common shares are outstanding on the date hereof (excluding shares reserved for
options pursuant to Board Minutes.)."
Schedule 1.01 is amended to be Schedule 2.01 and is amended to delete
"9,000,000" and substitute "7,470,000."
Schedule 6.01(b)(6) shall be amended to read "March 28, 2015" instead
of "April 30, 2015."
Section 7.09 is amended as follows:
"$300,000 payable to stockholders" is amended to read "$1,001,333.75
shareholder repurchase obligation." The last sentence of Section 7.09 is deleted
hereby.
Section 8.02(g)(3) is redesignated as (h)(3) and in (h)(3) "7%" is
amended to "17%."
Section 8.03(e)(1) is amended as follows:
"1.01(a)" is amended to read "2.01(a)."
Section 8.03(e)(2) is amended as follows:
"," shall be changed to "2."
This amendment shall be deemed effective at March 28, 2015, the date of
the original Share Exchange Agreement.
All other terms and shall remain unmodified.
Dated: April 9, 2015
T-Xxx Oil, Inc. Western Interior Oil & Gas Corp.
By: __/s/__________________________ By: ___/s/_________________________