FIRST AMENDMENT TO
AGREEMENT FOR ISSUANCE AND SALE OF COMMON STOCK
This First Amendment to the Agreement for Issuance and Sale of Common
Stock (the "First Amendment") is dated as of April 28, 2005, by and between
Petrol Industries, Inc., a Nevada corporation (the "Company"), and SHWJ Oil
& Gas Co. Inc., a Texas corporation (the "Purchaser"):
RECITALS
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A. The Company and Purchaser executed that certain Agreement for
Issuance and Sale of Common Stock dated as of March 30, 2005 (the
"Agreement"), providing for the sale by the Company of one million two hundred
forty thousand six hundred twelve (1,240,612) authorized and unissued shares
of its common stock for .40/share for a total purchase price of Four Hundred
Ninety Six Thousand, Two Hundred Forty Four ($496,244) Dollars.
B. Whereas the Agreement previously provided that OMDA Oil & Gas
Management would purchase the account receivable described below, the parties
hereby intend to amend the Agreement to provide that concurrently with the
consummation of the transactions contemplated in the Agreement, the Purchaser
will purchase the outstanding account receivable held by Xxxxxx X. Xxxxxx in
the principal amount of One Million one hundred ten thousand, one hundred
thirty ($1,110,130.00) dollars, plus all accrued interest (the "Xxxxxx
Indebtedness"), at a cash purchase price equal to an amount that is 20% of the
principal plus all accrued interest and a 1% overriding royalty interest on all
xxxxx owned by Xxxxxxxxxx Production and Four Star Production, all pursuant to
an Agreement for sale of Account Receivable between the Purchaser and Xxxxxx
X. Xxxxxx, such account receivable being an obligation of the Company.
C. Whereas the Agreement previously provided that the Purchaser would
purchase shares of common stock of the Company owned by Xxxxxx X. Xxxxxx,
concurrently with the First Closing, the parties intend hereby to amend the
Agreement to provide that purchase of such stock shall be consummated at a
date mutually agreed to by the Purchaser and Xxxxxx X. Xxxxxx.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth and intending to be legally bound, hereby
agree as follows:
SECTION 1. DEFINED TERMS. Unless amended hereby or the context other-
wise requires, the capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Agreement, as amended.
SECTION 2. AMENDMENT TO SECTION 2.3. Section 2.3 of the Agreement is
hereby amended as follows:
2.3 SECOND CLOSING DATE. The closing of the issuance and sale of the
Second Stock (the "Second Closing") shall occur at 10 a.m., local time on the
third business day after the Company has obtained the shareholder approvals as
required in this Agreement and in no event later than May 24, 2005, however,
in the event that the parties agree that shareholder approval is not required
then the Second Closing shall occur May 19, 2005, or at any other later time
and date the Company and the Purchaser agree upon, but in no event shall the
Second Closing occur after May 24, 2005. Parties may close earlier upon the
request of Purchaser.
SECTION 3. AMENDMENT TO SECTION 5.2(e). Section 5.2(e) of the Agreement
is hereby deleted.
SECTION 4. AMENDMENT TO SECTION 5.2(g). Section 5.2(g) of the Agreement
is hereby amended as follows:
(g) SHAREHOLDER APPROVAL. Company shall have either determined in
consultation with the Purchaser that shareholder approval of all or
any part of the transactions contemplated herein are not necessary or
initiated steps necessary to call a special shareholders meeting in
order to obtain shareholder approval for the change in the
management of the Board of Directors of the Company, any such
shareholder approval being subject to the consummation of the Second
Closing.
SECTION 5. AMENDMENT TO SECTION 5.3(b). Section 5.3(b) of the Agreement
is hereby amended by adding the following to the end of that paragraph:
"No legal action, order or challenge shall have been filed or be
pending or threatened, against or affecting the Company, its
directors or officers, that questions the validity of this
Agreement, or any other agreements, instruments or documents
entered into by Company pursuant to this Agreement or the right of
the Company to enter into them or to consummate the transactions
contemplated hereby or thereby."
SECTION 6. AMENDMENT TO SECTION 5.3(d). Section 5.3(d) of the Agreement
is hereby amended as follows:
(d) RESIGNATION OF DIRECTORS. Each of the members of the Board of
Directors of the Company and the Officers of the Company shall have
tendered their resignations effective immediately upon the
conclusion of the Second Closing.
SECTION 7. AMENDMENT TO SECTION 5.3. Section 5.3 of the Agreement is
hereby amended by adding the following to the end of that section:
(e) APPOINTMENT OF DIRECTOR TO FILL VACANCY. The current members of the
Board of Directors of the Company shall have appointed a designee of
the Purchaser to fill the vacancy on the Board of Directors, such
appointment to be effective upon the conclusion of the First
Closing.
SECTION 8. AMENDMENT TO SECTION 5.4(b). Section 5.4(b) of the Agreement
is hereby amended by adding the following to the end of that paragraph:
"No legal action, order or challenge shall have been filed or be pending
or threatened, against or affecting the Company, its directors or
officers, that questions the validity of this Agreement, or any other
agreements, instruments or documents entered into by Company pursuant to
this Agreement or the right of the Company to enter into them or to
consummate the transactions contemplated hereby or thereby."
SECTION 9. AMENDMENT TO SECTION 5.4(f). Section 5.4(f) of the Agreement
is hereby amended as follows:
(f) PROVISION FOR PURCHASE OF THE XXXXXX INDEBTEDNESS. Satisfactory
provision shall have been made for purchase of the Xxxxxx
Indebtedness by Purchaser concurrently with the Second Closing.
SECTION 10. AMENDMENT TO SECTION 5.4(h). Section 5.4(h) of the
Agreement is hereby amended as follows:
(h) SHAREHOLDER APPROVAL. Company shall have either determined in
consultation with the Purchaser that shareholder approval of all or
any part of the transactions contemplated herein are not necessary
or Company shall have obtained shareholder approval for the change
in the management of the Board of Directors of the Company, such
shareholder approval being subject to the consummation of the Second
Closing.
SECTION 11. AMENDMENT TO SECTION 7. Section 7 of the Agreement is
hereby amended by adding new Section 7.4 as follows:
"7.4 FAILURE TO COMPLETE SECOND CLOSING. Notwithstanding any contrary
provision in this Agreement, if the Second Closing is not consummated by the
close of business on May 24, 2005 (other than through the failure of the
Company to fully comply with its obligations under this Agreement) and this
Agreement is terminated then the Purchaser shall pay an amount equal to
Company's legal fees incurred in connection with the preparation and
consummation of this transaction and upon such event the Purchaser further
agrees to indemnify, defend and hold harmless the Company, and its directors
and officers (each an Indemnified Party") (to the extent allowed under Nevada
law) from and against any and all claims, liabilities, losses, damages and
expenses asserted against or incurred by any Indemnified Party, which are
related to or arise out of the Company's failure to accept other offers for
the sale of Company Stock."
SECTION 12. CONTINUED EFFECT. Except as expressly modified herein, the
Agreement shall continue in full force and effect. The Agreement is hereby
ratified and confirmed by the parties hereto.
[SIGNATURE PAGES FOLLOW]
WITNESSES: PETROL INDUSTRIES, INC.:
s/Xxxx Xxxxxxx s/Xxxxxx X. Xxxxxx
__________________________________ __________________________________
Printed Name: Xxxx Xxxxxxx Xxxxxx X. Xxxxxx, President
s/Xxxxx X. Xxxxxxxx
__________________________________
Printed Name: Xxxxx X. Xxxxxxxx
WITNESSES: SHWJ OIL & GAS CO., INC.:
s/Xxxxx Xxxxx s/Xxx Xxxxx
__________________________________ ___________________________________
Printed Name: Xxxxx Xxxxx Xxx Xxxxx, President
s/Xxxx Xxxx
__________________________________
Printed Name: Xxxx Xxxx
