EXHIBIT 2.2
FIRST AMENDMENT
This First Amendment ("Amendment No. 1") is dated June 18, 2004 and is the
first amendment to the PURCHASE AGREEMENT made and entered into as of the 16th
day of June 2004, by and between Xxxxx Xxxxxxx, an individual, and GK
INTELLIGENT SYSTEMS, INC., a Delaware corporation.
It is hereby agreed that paragraph 7.1 (a) shall be amended:
FROM
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(a) Seller shall have executed and delivered documents to GKIG sufficient
then and there to transfer record and beneficial ownership to GKIG of the
Stellar Software Network Stock, consisting of an aggregate of one
thousand (1,000) shares of common stock of Stellar Software Network;
TO
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(a) Seller shall have executed and delivered documents to GKIG sufficient
then and there to transfer record and beneficial ownership to GKIG of the
Stellar Software Network Stock, consisting of an aggregate of one
thousand (1,000) shares of common stock of Stellar Software Network. Such
shares, shall be validly issued, the total shares outstanding, not
pledged, totally unencumbered, fully paid, and non-assessable.
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It is further agreed that paragraph 7.1 (b) shall be amended as follows:
FROM
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(f) GKIG shall have delivered to Seller the GKIG Shares in the name of Xxxxx
Xxxxxxx as follows: an aggregate of one hundred ninety-one thousand
dollars ($191,000) of GKIG Common Stock. The exact number of shares to
be issued shall be determined by taking $ 191,000 and dividing that sum
by the average closing Bid price for the five day trading period
immediately prior to close.
TO
--
(b) GKIG shall have delivered to Seller the GKIG Shares in the name of Xxxxx
Xxxxxxx as follows: an aggregate of one hundred ninety-one thousand
dollars ($191,000) of GKIG Common Stock. The exact number of shares to
be issued shall be determined by taking $ 191,000 and dividing that sum
by the average closing Bid price for the five day trading period
immediately prior to close. To the extent that the value of the
consideration shares are less than $ 191,000 when the shares are
registered either through a Registration Statement or under Rule 144,
then such additional shares of Buyer's common stock shall be issued to
Seller so that the value of the original shares plus the additional
shares equals $ 191,000.
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It is further agreed that paragraph 8.2 shall be amended as follows:
FROM
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8.2 Audited Financial Statements. Seller shall deliver financial statements
developed under GAAP for a period agreeable to GKIG and by an auditing firm
which shall be found acceptable by GKIG. The cost to develop these audited
statements shall be borne by the respective parties to this transaction as
follows: If this contemplated transaction Closes then both parties shall be
responsible for half the cost (up to a maximum of $ 7,500 for the Seller) with
the Seller able to pay his half of the cost by reducing the number of shares
of GKIG stock being issued to him at Close so that the reduction in value of
stock received is equal to his half of the audit cost. If this contemplated
transaction does not Close, then GKIG shall be responsible for the entire
cost.
TO
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8.2 Audited Financial Statements. Seller shall deliver financial statements
developed under GAAP for a period agreeable to GKIG and by an auditing firm
which shall be found acceptable by GKIG. The cost to develop these audited
statements shall be borne by the respective parties to this transaction as
follows: If this contemplated transaction Closes then both parties shall be
responsible for half the cost (up to a maximum of $ 7,500 for the Seller) with
the Seller able to pay his half of the cost by reducing the number of shares
of GKIG stock being issued to him at Close so that the reduction in value of
stock received is equal to his half of the audit cost. If either party causes
the transaction to not close then the party responsible shall pay the entire
audit cost (up to a maximum of $ 7,500 for the Seller), with audited
statements available to both parties.
All other terms and conditions shall remain the same.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as
of the day and year first above written.
GK INTELLIGENT SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
President & CEO
SELLER
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
