AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
99.3
AMENDMENT
TO STOCK PURCHASE AGREEMENT
This Amendment (this “Amendment”) to Stock Purchase
Agreement is entered into effective as of February ___, 2010 between Bluewater
Partners, S.A., a Panamanian corporation (“Seller”), and St. Xxxxxx
Investments, LLC, an Illinois limited liability company (“Buyer”).
A. Effective
as of January 27, 2010, Seller and Buyer entered into that certain Stock
Purchase Agreement (the “Original Agreement”) whereby
Buyer agreed to purchase up to 100,000 shares of common stock of Helix Wind,
Corp., a Nevada corporation, from Seller.
B. Pursuant
to Section 6.4 of the Original Agreement, the parties hereto desire to amend the
Original Agreement to accelerate the Second Closing and increase the number of
shares acquired by Buyer.
NOW
THEREFORE, intending to be legally bound, and in consideration of the mutual
promises, covenants, and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions and
Recitals. Capitalized terms used in this Amendment but not
otherwise defined have the respective meanings set forth in the Original
Agreement. The recitals set forth above are incorporated in this
Amendment by reference and made contractual in nature.
2. Increase in Shares.
The term “100,000” shall be replaced with the term “110,000” in Recital B of the
Original Agreement.
3. Increase in Stock Purchase
Price. The term “$500.00” shall be replaced with the term “$550.00” in
the last line of Section 1.1 of the Original Agreement.
4. Payment of the Stock
Purchase Price. Section 1.2 of the Original Agreement shall be deleted in
its entirety and replaced with the following:
Payment of the Stock
Purchase Price. At each Closing (as defined below), the Buyer shall pay
to the Seller the following amounts via wire transfer, cash or cash equivalents,
or cashier’s check: (i) at the Initial Closing, the Buyer shall pay to the
Seller $250.00 of the Stock Purchase Price, and (ii) at the Second Closing, the
Buyer shall pay to the Seller $300.00 of the Stock Purchase Price.
5. Other Terms
Unchanged. The Original Agreement, as amended by this Amendment, remains
and continues in full force and effect, constitutes a legal, valid, and binding
obligation of each party thereto, and is in all respects agreed to, ratified,
and confirmed. Any reference to the Original Agreement after the date of this
Amendment is deemed to be a reference to the Original Agreement as amended by
this Amendment. If there is a conflict between the terms of this
Amendment and the Original Agreement, the terms of this Amendment shall
control.
6. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.
7. Governing
Law. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of Illinois
applicable to contracts made in Illinois by Illinois domiciliaries to be wholly
performed in Illinois.
[Remainder
of page intentionally left blank]
2
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be
effective as of the date first set forth above.
“BUYER”
ST.
XXXXXX INVESTMENTS, LLC
By: /s/ Xxxx X Xxxxx
Xxxx X. Xxxx, Manager
“SELLER”
BLUEWATER
PARTNERS, SA
By: /s/ Xxxxx Xxxxx
Name: Xxxxx
Xxxxx
Its: Director
[Signature
Page to Amendment to Stock Purchase Agreement]
