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AMENDING AGREEMENT
AMENDING AGREEMENT
THIS AMENDING AGREEMENT (this "Agreement") dated for reference the
11th day of
May, 2004 , by and between CORONATION ACQUISITION CORP., a
Nevada corporation, (hereinafter referred to as "Coronation"), and
SUPREME PROPERTY, INC., an Illinois corporation, (hereinafter referred
to as SUPREME) amends the Agreement and Plan of Exchange and
Reorganization dated March 31, 2003.
WHEREAS:
A. On March 31, 2003, Coronation and
Supreme entered into an agreement and plan of exchange and reorganization
(the "Merger Agreement") whereby Supreme agreed to have its stockholders
sell to Coronation all the issued and outstanding shares (the "Shares") of
Supreme in exchange for shares of Coronation (the "Merger"). On close of
the Merger Supreme was to become a wholly-owned subsidiary of Coronation.
B. The parties
entered into a amending agreement dated October 15, 2003 whereby they
agreed to amend the Merger Agreement to extend the term of the Merger
Agreement from May 1, 2003 to December 31, 2003, that Supreme should be
merged into Coronation on close of the Merger
and other sundry changes .
C. The parties have agreed to replace the
October 15, 2003 amending agreement in its entirety with this amending
agreement dated May 11, 2004.
NOW THEREFORE, for valuable consideration and upon the mutual covenants
and promises contained herein, the parties hereto agree as follows:
- October 15, 2003 Amending Agreement is replaced in its
entirety with this amending agreement dated May 11, 2004.
- Paragraph 1.1 The Exchange is replaced with the following
paragraph:
"1.1 THE EXCHANGE. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with provisions of the
Illinois Business Corporation Act of 1983, as amended, and Chapter 92A
of the Nevada Revised Statutes of 2001, as amended, all of the
outstanding common stock of Supreme shall be acquired
by PublicCo in exchange for shares from treasury of common stock of
PublicCo whereby the stockholders of Supreme will own approximately
90% of the issued and outstanding shares of the then standing common
stock of PublicCo. Thereafter, Supreme shall merge into PublicCo,
the separate corporate existence of Supreme shall cease and PublicCo
shall continue as the surviving corporation. The surviving corporation
after the Merger is hereinafter sometimes referred to as the
"Surviving Corporation.""
- Article 1.4 Effect of the Exchange on Bylaws is replaced
with the following paragraph:
"1.4 EFFECT OF THE EXCHANGE ON BYLAWS. The Bylaws of Coronation, as
in effect immediately prior to the Effective Date of the Exchange,
shall continue in full force and effect after the Exchange as the
bylaws of the Surviving Corporation and, until further amended, in
accordance with the laws of the State of Nevada until the same shall
be amended or repealed in accordance with the provisions thereof."
- Article 1.5 Board of Directors of PublicCo. is
replaced with the following paragraph:
"1.5 BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. The Board of
Directors of the Surviving Corporation shall consist of the members of
Supreme's Board of Directors immediately prior to the Effective Date
of the Exchange, who shall continue to serve for the balance of their
unexpired terms or their earlier death, resignation, or removal, along
with one(1) member from PublicCo's Board of Directors immediately
prior to the Effective Date of the Exchange, and one(1) independent
director nominated and elected by the voting shareholders of PUBLICCO
stock."
- Article 1.6 Name of the Corporation. is replaced with the
following paragraph:
"1.6 NAME OF THE SURVIVING CORPORATION. As soon as practicable
following the satisfaction or waiver of the conditions set forth in
Article 6, the Board of Directors of PublicCo shall change the
corporation's name to SUPREME REALTY INVESTMENTS, INC., and that shall
remain the name of the Surviving Corporation."
- Article 7.1 Termination is replaced with the following
paragraphs:
"a. mutual written consent duly authorized by the Board of
Directors of Supreme and the Board of Directors of PublicCo;
b. upon a breach of or failure to perform any representation,
warranty, covenant, obligation or agreement on the part of PublicCo as
set forth in this Agreement, or if any representation or warranty of
PublicCo shall become untrue, in either case such that the conditions
set forth in Section6.2(a) or Section 6.2(b), as the case may be,
would be incapable of being satisfied by December 31, 2003 (or as
otherwise extended);
c. by PublicCo, upon a breach of any representation, warranty,
covenant obligation or agreement on the part of SUPREME as set forth
in this Agreement, or if any representation or warranty of SUPREME
shall become untrue, in either case such that the conditions set forth
in Section 6.3(a) or Section 6.3(b), as the case maybe, would be
incapable of being satisfied by December 31, 2003 (or as otherwise
extended);
d. by either SUPREME or PublicCo, if any judgment, injunction,
order, decree or action by any governmental entity of competent
authority preventing the consummation of the Exchange shall have
become final and non-appealable; or
e. by PublicCo or Suprem if the Closing Date has not occurred by
December 31,
2004 ;"
- Exhibits A and B. are replaced in their entirety to
reflect the new name of Coronation, the surviving corporation, post
merger to Supreme Realty Investments, Inc. and the fact Supreme will be
merged into Coronation with Coronation as the surviving corporation.
General
- All other terms of the Merger Agreement will remain the same.
- The Merger Agreement remains in full force and effect except as
expressly amended by this Amending Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed.
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