SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
EXHIBIT
4.14
SECOND
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
Second Amendment
made
as
of July 9, 2008 relates to the Stock
Purchase Agreement
entered
into as of February 12, 2008, by and among Iroquois Master Fund, Ltd. and Xxxxx
Capital LP (“Buyers”)
and
Xxxxxx and Xxxxx Xxxxxxxxx (“Gunnerman”)
as
amended pursuant to written agreement dated as of April 18, 2008.
For
mutual good and valuable consideration and the mutual covenants, conditions
and
agreements herein contained, and other good and valuable consideration and
intending to be legally bound, the parties hereto hereby agree as
follows:
1. The
Purchase Price of the 1,250,000 shares of Common Stock subject to the Stock
Purchase Agreement is reduced to $1.50 per share of Common Stock.
2. Buyers
hereby notify Gunnerman and the Escrow Agent that Buyers are exercising in
full
their right to purchase 1,250,000 share of Purchased Stock at the per share
Purchase Price of $1.50 as follows:
Shares of
|
Aggregate
|
||||||
Buyer
|
Purchased Stock
|
Purchase Price
|
|||||
Xxxxx
Capital LP
|
375,000
|
$
|
562,500.00
|
||||
Iroquois
Master Fund Ltd.
|
875,000
|
$
|
1,312,500.00
|
3. The
procedures set forth in the Escrow Agreement shall apply to the payment and
release of the Second Closing Purchase Price (as defined in the Escrow
Agreement) and reissuance and release of the Second Closing Shares (as defined
in the Escrow Agreement).
4. Buyers
hereby release Gunnerman from the sale restrictions of a Lockup Agreement dated
as of February 12, 2008, made by Gunnerman for Buyers’
benefit.
5. Capitalized
terms employed herein shall have the meanings given to them in the Stock
Purchase Agreement.
6. Except
as
modified herein, all of the terms of the Stock Purchase Agreement remain in
full
force and effect.
7. All
of
the venue, jurisdiction, notice and miscellaneous provisions of the Stock
Purchase Agreement apply to this Second Amendment.
8. This
Second Amendment shall be effective immediately.
IN
WITNESS WHEREOF, the undersigned have executed this Second Amendment as of
the
first date above written.
XXXXXX
XXXXXXXXX
|
XXXXX
XXXXXXXXX
|
PURCHASERS
IROQUOIS
MASTER FUND LTD.
|
XXXXX
CAPITAL LP
|
|
|
|
|
By:
|
By:
|
|
Its:
|
Its
|
The
Escrow Agent acknowledges receipt of this Second Amendment.
_____________________________________
GRUSHKO
& XXXXXXX, P.C. – Escrow Agent