FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
FIRST
AMENDMENT TO SHARE
EXCHANGE AGREEMENT
This
First Amendment to Share Exchange Agreement (the “First
Amendment”)
is made
this 17th day of March 2008 (the “Effective
Date”)
by and
among Genesis Holdings, Inc., a Nevada corporation (the “Company”),
Genesis Land, Inc., a Nevada corporation (“Genesis
Land”)
and the
Xxxxxxxx Third Family Limited Partnership, a Texas limited partnership
(“Shareholder”).
The
Company, Genesis Land and Shareholder are sometimes referred to as the
“Parties”.
All
terms used, but not otherwise defined herein, shall have the meanings ascribed
to such terms in the Share Exchange Agreement dated February 18, 2008 by and
among the Company, Genesis Land and Shareholder (the “Agreement”).
Recitals
WHEREAS,
the Parties entered into the Agreement whereby the Company acquires and cancels
16,780,226 shares of its common stock received from Shareholder in exchange
for
the later transfer by the Company of all of the issued and outstanding shares
of
the capital stock of Genesis Land to the Shareholder on the terms and conditions
set forth in the Agreement.
WHEREAS,
the Closing of the Agreement is scheduled to occur on or before March 17,
2008.
WHEREAS,
the Parties desire to modify and amend the Agreement to extend the date of
the
Closing.
NOW,
THERFORE, in consideration of the premises, the mutual covenants and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
First
Amendment
| 1. |
Section
1.2. Time
and Place of Closing
of
the Agreement is hereby amended and restated in its entirety as
follows:
|
| “1.2. |
Time
and Place of Closing.
The closing of the transactions contemplated hereby (the “Closing”)
shall take place at the offices of
the
|
Company
on or before March 31, 2008 but in no event
prior to the closing of the BioAuthorize Share Exchange Agreement (the “Closing
Date”),
or at
such place and time as mutually agreed upon by the Parties hereto. If the
Closing does not occur by the Closing Date, the Shareholder at its sole option
shall have the right to demand the return of the Company Shares, which the
Company agrees to complete as soon as reasonably practicable following receipt
of such demand.”
| 2. |
Except
as otherwise amended hereby, the Agreement remains in full force
and
effect.
|
| 3. |
By
execution hereof, each Party hereby represents that it has all requisite
authority and power to enter into and deliver this First
|
Agreement
and to perform the obligations of such
Party as set forth herein and that all necessary corporate and other action
has
been validly and lawfully granted or obtained.
| 4. |
This
First Amendment may be executed in one or more counterparts and by
original or facsimile signature, each of which
will
|
constitute
an original and all of which together will
constitute one and the same instrument.
| 5. |
This
First Amendment is an integral part of the Agreement and the Agreement
shall be incomplete without this First Amendment.
|
IN
WITNESS WHEREOF, this First Amendment to the Share Exchange Agreement dated
February 18, 2008 has been executed by each of the Parties as of the Effective
Date.
| Company: | Genesis Land: | |
| Genesis Holdings, Inc. | Genesis Land, Inc. | |
| By: /s/ Yada Xxxxxxxxx | By: /s/ Xxxxx Xxx Xxxxxxxx | |
| Name: Yada Xxxxxxxxx | Name: Xxxxx Xxx Xxxxxxxx | |
| Title: President & CEO | Title: Secretary and Treasurer | |
| Xxxxxxxx: | ||
| Xxxxxxxx Third Family Limited Partnership | ||
| By: /s/ Xxxxx Xxx Xxxxxxxx | ||
| Name: Xxxxx Xxx Xxxxxxxx | ||
| Title: Partner |
