EXHIBIT 10.29
FIRST AMENDMENT
TO STOCK PURCHASE AGREEMENT
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This First Amendment to Stock Purchase Agreement is executed by and among
Aviation Group, Inc. (the "Company"), Aero Design, Inc. ("ADI"), Battery Shop,
LLC ("Battery"), and Xxxxxxx Xxxx and Xxxxx Xxxx (each a "Seller" and
collective, the "Sellers").
RECITALS
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WHEREAS, the parties hereto have entered into that certain Stock Purchase
Agreement dated as of March 23, 1998 (the "Agreement") pursuant to which the
Company purchased ADI and Battery from Sellers and issued to Sellers 134.398
shares of Common Stock of the Company (the "Shares");
WHEREAS, in Section 3.4 of the Agreement, the Company guaranteed to protect
Sellers from losses realized by Sellers upon the resale of the Shares, up to a
maximum amount of liability of $450,000.00.
WHEREAS, the market trading price for the Company's Common Stock has
declined significantly since the date of the closing of the purchase under the
Agreement and the Company would have to make substantial payments to Sellers
under its guaranty should Sellers resell their Shares;
WHEREAS, the Company has offered to issue 153,250 registered shares of
Common Stock to Sellers in exchange for a release and cancellation by the
Sellers of the guaranty by the Company against loss on resale of the Shares, and
Sellers are willing to exchange such guaranty right for such new issuance of
shares;
NOW THEREFORE, for and in consideration of the premises and valuable
consideration in hand paid, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 3.4 of the Agreement is hereby deleted in its entirety, and
Sellers, upon receiving negotiable, saleable, public stock (including the formal
opinion of counsel to Company of the ability to publicly sell) shall release and
cancel any rights to payments that they have or may have in the future arising
under Section 3.4 of the Agreement.
2. In exchange for such deletion, release and cancellation, the Company
does hereby agree to issue to Sellers 153,250 shares of Common Stock.
3. The Agreement, as amended hereby, shall continue in full force and
effect in accordance with its terms.
EXECUTED as of April 30, 1999.
AVIATION GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: XXXXXXX XXXXXX
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Title: CFO
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AERO DESIGN, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: XXXXXXX XXXXXX
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Title: SECRETARY
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BATTERY SHOP, L.L.C.
By: /s/ Xxxxxxx Xxxxxx
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Name: XXXXXXX XXXXXX
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Title: SECRETARY
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/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
