RESTATEMENT AND NOVATION OF AGREEMENT FOR EXCHANGE OF COMMON STOCK
Exhibit
10.6
RESTATEMENT
AND NOVATION OF
AGREEMENT
FOR EXCHANGE OF COMMON STOCK
THIS
RESTATEMENT AND NOVATION OF AGREEMENT FOR EXCHANGE OF COMMON STOCK is entered
into on this 8th
day of
June, 2007, by Grifco International, Inc., a Nevada corporation with its
principal place of business in Conroe, Texas (“Grifco”), Coil Tubing Technology,
Inc., a Nevada corporation (formerly a Texas corporation) with its principal
place of business in Spring, Texas (“CTBG”), Coil Tubing Technology Holdings,
Inc., a Nevada corporation and a wholly owned subsidiary of CTBG with its
principal place of business in Spring, Texas (“CTT Holdings”).
In
November 0000, Xxxxxx, XXXX (then known as, IPMC Holdings Corp.) and CTT
Holdings entered into an Agreement for Exchange of Common Stock. A true and
complete copy of such agreement is attached hereto as Exhibit A and incorporated
herein by this reference. The intent of such Agreement was to transfer Grifco’s
coil tubing business to CTBG in exchange for 75,000,000 newly-issued shares
of
CTBG common stock, resulting in approximately 100,000,000 shares issued and
outstanding. The Agreement incorrectly identified Coil Tubing Technologies,
Incorporated, a Texas corporation, as the entity holding Grifco’s coiling tubing
business.
CTT
Holdings was a wholly owned subsidiary of Grifco and it in turn had two wholly
owned subsidiaries: Coil Tubing Technology, Inc. (“CTT, Inc.”) and Precision
Machining Resources, Inc. (“PMR”). Both CTT, Inc. and PMR are Texas
corporations. Grifco did not (and does not) own an entity named “Coil Tubing
Technologies, Incorporated.” As was the intent of the parties, the Agreement
should have referenced CTT Holdings.
In
order
to correct and restate the Agreement for Exchange of Common Stock from inception
of the Agreement, the parties agree to the following:
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1.
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The
introductory paragraph of the Agreement stated as follows:
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THIS
AGREEMENT is made and entered into this ________ day of November, 2005, by
and
among IPMC Holdings Corp., a Florida corporation (“ISSUER”) and Grifco
International, Inc. a Nevada corporation (“GI”) and GI’s wholly-owned
subsidiary, Coil Tubing Technologies, Incorporated, a Texas corporation (“CT”).
(GI and CT shall collectively herein be referred to as “AQUIREEE”.)
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2.
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The
introductory paragraph of the Agreement is restated and shall now
read as
follows:
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THIS
AGREEMENT is made and entered into this ________ day of November, 2005, by
and
among IPMC Holdings Corp., a Florida corporation (“ISSUER”) and Grifco
International, Inc. a Nevada corporation (“GI”) and GI’s wholly-owned
subsidiary, Coil Tubing Technology Holdings, Inc., a Texas corporation (“CT”).
(GI and CT shall collectively herein be referred to as “AQUIREEE”.)
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3.
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Paragraph
3(a) of the Agreement stated as
follows:
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(a)
Organization.
CT is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada and has all the necessary corporate powers to own
properties and carry on its business.
|
4.
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Paragraph
3(a) of the Agreement is restated and shall now read as
follows:
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(a)
Organization.
CT is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Texas and has all the necessary corporate powers to own
properties and carry on its business.
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5.
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In
all other respects, the Agreement shall remain in effect.
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IN
WITNESS WHEREOF, the
parties hereto, intending to be legally bound hereby, have each caused to be
affixed hereto its or his/her hand and seal the day indicated.
EXECUTED
on this 8th day of June, 2007.
Grifco
International, Inc.
/s/
Xxxxx
Xxxx
Xxxxx
Xxxx, President
Coil
Tubing Technology, Inc.
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx, President
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx, President
