FOURTH AMENDMENT TO AMENDED STOCK EXCHANGE AND PLAN OF MERGER AGREEMENT
FOURTH AMENDMENT TO AMENDED
STOCK EXCHANGE AND PLAN OF MERGER AGREEMENT
THE STOCK EXCHANGE AND PLAN OF MERGER AGREEEMNT (the “Agreement”) entered into on the 8th day of September 2006, and as subsequently amended, by and among GALTECH SEMICONDUCTOR MATERIALS CORPORATION, a Utah corporation (“GALTECH”) and CBM GROUP, INC., a Nevada corporation (“CBM”), is hereby further Amended as follows:
WITNESSETH
WHEREAS, Xxxxx Fargo Bank, Xxxxx Xxxxxxx, and the Chapter 11 Trustee, Xxxxx Xxxxx, in Case No. 04-17704, have all entered into a Stipulated Motion to Approve Compromise of Controversy, wherein Xxxxx Xxxxx purports to have the authority to have Hydroscope ® IP and related assets purchased by CBM Group, Inc. from Hydroscope Canada, Inc. to revert in ownership to the Bankruptcy Estate the Cooks, Case No. 04-17704;
WHEREAS, this purported action by Xxxxx Xxxxx, accomplished in concert with Xxxxx Fargo, Xxxxx Xxxxxxx, to disgorge CBM Group, Inc. of its Hydroscope IP and related assets, has now interfered with this Agreement closing and clouded the legal ownership of CBM Group, Inc.’s assets; and
WHEREAS, CBM Group, Inc. has filed an Adversary Action in Bankruptcy Case No. 04-17704, seeking a Declaratory Judgment against Xxxxx Xxxxx, declaring Xxxxx Xxxxx’x purported actions of disgorging Hydroscope IP and related assets from CBM Group, Inc. to be null and void; and
WHEREAS, all others terms of the proposed Stock Exchange and Plan of Merger have been completed and or waived by Management of CBM Group, Inc. and GALTECH; and
WHEREAS, both CBM Group, Inc. and GTSM agree additional time is required to effectuate a closing because of the illegal actions of Xxxxx Xxxxx; and
THEREFORE IT IS RESOLVED, the terms of the Agreement executed on September 8, 2006 and as previously Amended, are further Amended in accordance with the above statements and the Closing Date of the Agreement, as defined in Article VII, unless otherwise amended by the parties hereto, shall be no later than sixty (60) days after the effective date of this Amendment of the Agreement, unless otherwise mutually extended, notwithstanding a closing can take place as soon the disgorgement of CBM Group, Inc. IP is resolved. If Closing does not take place within sixty (60) days from the effective date hereon, unless the parties mutually agree to extend it, this Agreement as Amended shall be null and void and shall have no further force or effect upon the parties.
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PARTIES: |
Effective Date: April 19, 2006 |
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CBM Group, Inc. |
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a Nevada Corporation | |
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By___________________________ | ||||
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Xxxxxx X. Xxxx, President |
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GALTECH SEMICONDUCTOR |
MATERIALS CORPORATION
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a Utah Corporation |
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---------/s/---------- |
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By____________________________ | ||||
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Xxxxxxx Xxxxxxxx, President |
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