Exhibit 10.6
AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF STOCK
This amendment to the December 22, 2005 agreement is made as of March 28, 2006
at Fremont, California, among Pegasus Wireless Corp., a Nevada corporation
("Buyer"), AMAX Engineering Corporation, a California corporation ("AMAX"), AMAX
Information Technologies, a California corporation ("AIT"), and those
shareholders of AMAX and AIT who are listed on Exhibit A to this agreement
("Sellers"). Sellers, AMAX, and AIT are collectively referred to in this
amendment as "Selling Parties."
1.1 This agreement amends the following paragraph of the December 22, 2005
agreement as follows:
II. PURCHASE AND SALE OF STOCK
2.3 Share Consideration. The number of shares of Buyer's stock that shall
constitute the Share Consideration shall be determined by dividing $4,000,000 by
100% of the closing price per share of Buyer's common stock on the day
immediately preceding the closing. December 21, 2005 closing price was $8.75,
giving a total number of shares issued to complete this transaction of 457,455.
1.2 This amendment is to be effected by the return of 381,000 shares to the
treasury of Pegasus for immediate cancellation. If necessary, the complete
originally issued certificate/s can be returned to the transfer agent for
re-issuance as new certificate/s carrying the same dating as the original
certificate/s in the new corrected amount, thereby cancelling the 381,000
shares.
IN WITNESS WHEREOF, the parties to this agreement have duly executed this
agreement on the date and year first above written.
BUYER: Pegasus Wireless Corp.
/s/ Xxxx Xxxx
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By: Xxxx Xxxx
Title: CEO
AMAX: AMAX Engineering Corporation
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx
Title: President
AIT: AMAX Information Technology, Inc.
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx
Title: President
SELLERS:
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Chi-Lei Ni
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Chi-Lei Ni