Amendment to the Nycon Asset Purchase and Consulting Agreements Dated April 1, 2008 and March 9, 2008
Exhibit
2.10.2
Amendment to the Nycon Asset
Purchase and Consulting Agreements
Dated April 1, 2008 and
March 9, 2008
A Seller,
Xxxxx Xxxxxxxxxx, has agreed, as of December 10, 2009 to these revisions to
Article 3.1 of the Asset Purchase Agreement between New Nycon, Inc. (Buyer) and
Xxxxx Xxxxxxxxxx (Seller) as well as the Consulting Agreement in accordance with
the following terms and conditions.
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1.
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As
full consideration to be paid to the Seller for accepting the following
revisions to the prior Agreements between Buyer and Seller, Pure Earth,
Inc. shall deliver to Seller Three Thousand Seven Hundred Fifty (3,750)
shares of Pure Earth, Inc. Series C Convertible Preferred Stock at an
Offering Price of $10.00 per Share in accordance with RPM
attached.
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2.
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The
Seller’s contingent earn out of $600,000 based on EBITDA shall be reduced
to zero (0) permanently.
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3.
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The
Seller’s note for $75,000 owed to Bank of America, and any and all
obligations or liabilities related thereto, shall revert back from Buyer
to Seller effective December 10, 2009 and be the Seller’s sole
responsibility.
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4.
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The
Consulting Agreement and amount paid to Xxxxx Xxxxxxxxxx (Seller) from
Buyer shall be reduced from $1,700 per month to zero ($0) per month
effective December 10, 2009 and be eliminated
permanently.
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All other
terms and conditions shall remain in full force and effect for both the Asset
Purchase Agreement and the Consulting Agreement.
| Sellers: | Buyer: | |||
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/s/
Xxxxx Xxxxxxxxxx
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/s/ Xxxxx
Xxxxxxxxxx
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Xxxxx
Xxxxxxxxxx
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Xxxxx
Xxxxxxxxxx
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| Date: 12/10/09 | Date: 12/10/09 | |||
| /s/ Xxxxxx Xxxxx | ||||
| Xxxxxx Xxxxx | ||||
| Date: 12/10/09 |
