SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
EXHIBIT 10.3
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
This Second Amendment to Stock Purchase Agreement (this “Amendment”) is made as of the 15 day of December, 2009 between HYCARBEX ASIA PTE. LTD., SINGAPORE, a company organized under the laws of Singapore (hereinafter referred to as “Hycarbex-Singapore”), HYCARBEX-AMERICAN ENERGY, INC., a Nevis West Indies corporation, originally organized in Texas, U.S.A. (hereinafter referred to as “Hycarbex”) and THE AMERICAN ENERGY GROUP, LTD., a Nevada, U.S.A., corporation (hereinafter referred to as “AEGG”).
WHEREAS, by virtue of a certain Stock Purchase Agreement dated as of November 9, 2003, (the “Stock Purchase Agreement”), among Hycarbex, AEGG and Hydro Tur (Energy) Ltd., an entity organized under the laws of Turkey (“Hydro Tur”), AEGG sold to Hydro Tur the capital stock of Hycarbex for the consideration of an 18% gross overriding royalty interest (the “18% Overriding Royalty”) in the Yasin Exploration Block covered by Republic of Pakistan Exploration License No. 2768-7 (hereinafter referred to as the “Yasin Concession Area”);
WHEREAS, by virtue of a certain Amendment to Stock Purchase Agreement dated as of the 16th of February, 2004, (the “First Amendment”), among Hycarbex, AEGG and Hydro Tur, the Stock Purchase Agreement was amended by the parties to remove certain contingencies and adjustment criteria related to the 18% overriding royalty interest;
WHEREAS, Hycarbex-Singapore has succeeded to the ownership interest of Hydro Tur as to the Hycarbex stock and is now the parent of Hycarbex; and
WHEREAS, Hycarbex-Singapore, Hycarbex and AEGG desire to further amend the Stock Purchase Agreement as provided herein;
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, Hycarbex-Singapore, Hycarbex and AEGG agree as follows:
1. Ratification of Stock Purchase Agreement and First Amendment. Except as modified by this Second Amendment, the Stock Purchase Agreement, as previously modified by the First Amendment, is hereby stipulated to be in full force and effect and is hereby ratified by the undersigned parties, including without limitation, the indemnification provisions set forth in Section 4.2 of the Stock Purchase Agreement. The obligations of Hydro Tur and Hycarbex in the Stock Purchase Agreement as amended by the First Amendment (and as amended hereby) shall be deemed to now be the obligations of Hycarbex-Singapore and Hycarbex.
2. Further Clarification as to Pakistan Income and Excise Taxes. In further clarification of Sections 1.3 and 2.2.7 of the Stock Purchase Agreement, the 18% Overriding Royalty interest shall not be reduced by any Pakistan-based taxes, whether income taxes, excise taxes or otherwise, and shall be payable to AEGG out of gross production without deductions or setoffs of any kind. To the extent that the 18% Overriding Royalty is assessed any Pakistan-based taxes, the taxes shall be paid by Hycarbex out of the Hycarbex share of production only.
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3. Amendment to Sections 5.1 and 5.2 Regarding Arbitration. Sections 5.1 and 5.2 of the Stock Purchase Agreement are hereby deleted and replaced with the following:
“5.1 BINDING ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE STOCK PURCHASE AGREEMENT OR ANY AMENDMENT, OR THE CONSTRUCTION, INTERPRETATION OR ALLEGED BREACH THEREOF, SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION CONDUCTED IN LONDON, UNITED KINGDOM. IN SUCH PROCEEDINGS, EACH PARTY SHALL SELECT AN ARBITRATOR AND EACH SUCH SELECTED ARBITRATOR SHALL THEN MUTUALLY SELECT A THIRD ARBITRATOR. THE PROCEEDINGS SHALL BE CONDUCTED BY THE INTERNATIONAL CHAMBER OF COMMERCE’S INTERNATIONAL COURT OF ARBITRATION. THE ARBITRATOR SHALL HAVE JURISDICTION TO DETERMINE ANY SUCH CLAIM AND MAY GRANT ANY RELIEF AUTHORIZED BY LAW OTHER THAN PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING SPECIFIC PERFORMANCE. EACH PARTY TO THE ARBITRATION SHALL BEAR THE INITIAL FILING FEES AND CHARGES REQUIRED BY THE GOVERNING ARBITRATION BODY, PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD REIMBURSEMENT OF ALL SUCH COSTS AND FEES TO THE PREVAILING PARTY AS A PART OF ITS AWARD. THIS PARAGRAPH SHALL LIKEWISE BE SPECIFICALLY ENFORCEABLE IN A COURT OF COMPETENT JURISDICTION SHOULD THE PARTY NOT DEMANDING ARBITRATION REFUSE TO PARTICIPATE IN OR FULLY COOPERATE WITH THE ARBITRATION PROCESS.”
4. Amendment to Section 6.5 Regarding Communications. Section 6.5 of the Stock Purchase Agreement is hereby deleted and replaced with the following:
“6.5. Communications and Notices. Any notice, communication, request, instruction or other document required or permitted hereunder shall be given in writing by registered U.S. Mail, return receipt requested, postage prepaid, overnight courier, prepaid telegram, fax or personal delivery to the address below or to such other address or to the attention of such other person as shall be designated in writing by any party to the other party hereafter. All notices will be deemed to have been given as of the date of receipt. The initial contact information is as follows:
| If to Hycarbex: |
Hycarbex Inc
Attn: Xxxxxxxx X. Xxxxx
#0 Xxxxxx 00, X-0/0
Xxxxxxxxx, XXXXXXXX
FAX: 00-00-0000000
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| If to Hycarbex-Singapore: |
Hycarbex Asia Pte. Ltd., Singapore
Attn: Xxxxx Xxxxxxx
0 Xxxxxxx Xxx
#00-00000 XXX Xxxx
XXXXXXXXX 000000
FAX: +000000X00
|
| If to AEGG |
American Energy Group, Ltd.
Attn: Xxxxxx Xxxxxxx
0 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX XXX 00000
FAX: 000- 000-0000”
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5. Binding on Successors and Assigns. This Second Amendment shall inure to and be binding upon Hycarbex-Singapore, Hycarbex and AEGG and their respective successors and assigns.
SIGNATURES APPEAR ON FOLLOWING PAGE
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EXECUTED as of the date set forth first above.
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“Hycarbex-Singapore”
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| HYCARBEX ASIA PTE. LTD., SINGAPORE | |||
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By:
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Xxxxx Xxxxxxx, Director
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“Hycarbex”
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| HYCARBEX-AMERICAN ENERGY, INC | |||
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By:
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| Xx. Xxxxxxxx X. Xxxxx, President | |||
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“AEGG”
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| THE AMERICAN ENERGY GROUP, LTD. | |||
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By:
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| Xxxxxx Xxxxxxx, President and CEO | |||
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