AMENDMENT TO SECURITIES EXCHANGE AGREEMENT
AMENDMENT
TO SECURITIES EXCHANGE AGREEMENT
Amendment dated as of July 16, 2010 to
the Securities Exchange Agreement dated as of the 15th day of April, 2010
(“Original Agreement”) by and between Millennium Prime, Inc., a Delaware
corporation (the “Millennium”) and the individuals whose names appear on
the signature page hereof, each being a principal
shareholder/member (the “Principal Shareholders”) of BONG SPIRIT IMPORTS
LLC., a Florida Limited
Liability Corporation (“Bong”).
WHEREAS, Millennium and the
Principal Shareholders entered into the Original Agreement based on certain
conditions and assumptions including but not limited to the anticipated fair
market value of Millennium’s Common Stock at Closing; and
WHEREAS,
Millennium has offered the Principal Shareholders an aggregate of 30,000,000
additional shares of its Common Stock in lieu of the dimunition of the fair
market value of its Common Stock thereby increasing the number of shares of
Millennium Common Stock to be delivered at Closing to an aggregate of
60,000,000; and
WHEREAS, in lieu of this adjustment and
in recognition of the financial advances and concessions made to Bong by
Millennium the Principal Shareholders on behalf of all shareholders/members of
Bong have agreed to enter into a Lock-up Agreement with Millennium ;
and
WHEREAS,
the Principal Shareholders have agreed to accept the additional shares and
provide Millennium with the Lock-up Agreements to complete the transactions
contemplated by the Original Agreement and have agreed to amend the Original
Agreement as set forth herein.
NOW THEREFORE, in consideration of the
agreements set forth in the Amendment (defined below) and those contained in the
Original Agreement, the parties agree as follows:
A. CERTAIN
DEFINITIONS.
(a)
Except as otherwise provided in this agreement, all words and terms defined in
the Original Agreement, have the same meanings in this agreement as such defined
words and terms are given in the Original Agreement.
(b) “Agreement”
means the Original Agreement dated April 15, 2010, as supplemented and amended
by this agreement and as from time to time further supplemented and
amended.
(c) “Amendment”
means this agreement dated as of July 16, 2010.
B. The
last line of the second recital paragraph contained in the Original Agreement is
hereby deleted and replaced with the following:
“The aggregate number of shares of
Millennium Stock to be delivered at Closing shall 60,000,000”
C. ARTICLE 4 – REPRESENTATIONS
OF PRINCIPAL SHAREHOLDERS
Except as set forth on Schedule C there
have been no material changes affecting Bong or its business, in any manner that
would make the transaction contemplated hereby prohibitive.
D. LOCK UP
AGREEMENT
As
a further condition to Closing the transactions contemplated hereby and further
consideration for increasing the number of shares of Millennium Stock issuable
to the shareholder/members of Bong, all of the shareholder/members receiving
Millennium Stock at Closing shall execute the attached Lock-up Agreement
(Exhibit D-1) with respect to those shares of Millennium Stock issued to them in
connection with the Closing and the holders of the Bong Notes
receiving the Millennium Stock at Closing shall execute the attached Lock-up
Agreement (Exhibit D-2) with respect to those shares of Millennium Stock issued
to them in connection with the Closing.
E. EFFECT OF ORIGINAL
AGREEMENT.
Except as
supplemented and amended by this Amendment and such conforming changes as
necessary to reflect the modification herein, all of the provisions of the
Original Agreement shall remain in full force and effect from and after the
effective date of this Amendment.
This
Amendment has been duly authorized and approved by all required corporate action
by Millennium and does not violate its certificate of incorporation or
by-laws.
SIGNATURE
PAGE ATTACHED
| MILLENNIUM PRIME, INC. | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxxxx | |
| Xxxx X. Xxxxxxxx, President | |||
| BONG PRINCIPAL SHAREHOLDERS | |||
| /s/ Xxxxx Xxxxx Xxxxxxxx | |||
| /s/ Xxxx Xxxxxx | |||
