AMENDMENT NO. 1 TO SHARE PURCHASE AND MERGER AGREEMENT
AMENDMENT
NO. 1
TO
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DATE:
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July
30, 2007
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AGREEMENT:
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Share
Purchase and Merger Agreement dated as of June 1,
2007 by and among itLinkz Group, Inc. (“ILKZ”), Landway
Acquisition Corp. (the “Merger Sub”), Landway Nano
Bio-Tech, Inc. (“Landway”), Xxxxxx Xxxx and Xxxxxxx Xxxx
(the “Investors”), and Xxxxxx Xxxxxxx (the
“Principal
Shareholder”).
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PREMISES:
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1.
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The
Agreement provides for the simultaneous purchase by the Investors
from
ILKZ of 500 shares of Series B Convertible Preferred Stock and
the merger
of the Merger Sub into Landway.
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2.
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The
Parties have not completed all of the conditions precedent to closing
of
the merger.
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3.
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The
Parties wish to complete the stock purchase by the Investors prior
to
closing of the merger.
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NOW,
THEREFORE, it is agreed:
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1.
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On
July 31, 2007 (the “Share Purchase Closing Date”) the
purchase and sale of the Purchased Shares, as contemplated by Section
1.01(b) of the Agreement, shall be completed. The Investors
shall wire $530,000 to the account of ILKZ, and ILKZ shall issue
to the
Investors the Purchased Shares.
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2.
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ILKZ
hereby represents and warrants to the Investors that all of the
representations and warranties of ILKZ made in the Agreement are
true and
correct and shall be true and correct on the Share Purchase Closing
Date
as if made on that date.
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3.
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Section
1.03 and Section 6.01(e) of the Agreement are hereby modified to
replace
the words “July 31, 2007” with the words “September 30,
2007.”
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4.
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Except
as specifically modified herein, the Agreement remains in full
force and
effect.
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IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to
Share Purchase and Merger Agreement as of the date first above
written.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Chief
Executive Officer
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LANDWAY
ACQUISITION CORP.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Chief
Executive Officer
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1
LANDWAY
NANO BIO-TECH, INC.
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By:
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/s/
Xxxxxxx Xxxx
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Name:
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Xxxxxxx
Xxxx
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Title:
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President
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INVESTORS
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PRINCIPAL
SHAREHOLDER
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/s/
Xxxxxx Xxxx
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/s/
Xxxxxx X. Xxxxxxx
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XXXXXX
XXXX
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XXXXXX
X. XXXXXXX
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/s/
Xxxxxxx Xxxx
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XXXXXXX
XXXX
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2
