SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
SECOND
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
Second Amendment to Stock Purchase Agreement (this "Second Amendment ") is
dated
December ___, 2006 and is by and among Colombia Goldfields Ltd., a Delaware
corporation ("Buyer"), RNC (Colombia) Limited, a Belize corporation and its
wholly owned subsidiary, Compania Xxxxxx xx Xxxxxx S.A., a Colombian corporation
("Caldas"), (together referred to herein as the "Company") and, Investcol
Limited, a Belize corporation ("Seller"). Certain other capitalized terms used
herein are defined in the Agreement (defined below).
RECITALS
WHEREAS,
Buyer, Seller and Company entered into that certain Stock Purchase Agreement
dated as of January 13, 2006 ("Agreement");
WHEREAS,
Buyer, Seller and Company entered into that certain First Amendment to Stock
Purchase Agreement dated as of August 22, 2006;
and
WHEREAS,
the parties desire to amend the capital stock purchase option provisions
pursuant to Section 2.3.3 of the Agreement.
TERMS
NOW
therefore, for $10.00 and other good and valuable consideration, the receipt
and
sufficiency of which is hereby conclusively acknowledged, the parties, agree
as
follows:
1. Amendment
to Section 2.3.3 of the Agreement.
Section
2.3.3 of the Agreement is hereby amended and restated in its entirety as
follows:
2.3.3
Buyer shall have the option until May 1, 2009 to acquire from Seller (a) 150
Shares (constituting 15% of the then issued and outstanding capital stock of
Company), free and clear of all Encumbrances in exchange for 4,000,000 shares
of
Buyer Common Stock issued to Seller and (b) 100 shares or any such number of
shares which constitute 10% of the then issued and outstanding capital stock
of
the Company, free and clear of all Encumbrances for a purchase price of
$15,000,000. Payment of such purchase price can be made by Buyer in either
cash
or Buyer Common Stock, or any combination thereof. A share of Buyer Common
Stock
shall be valued at 90% of the average closing price of Buyer Common Stock as
reported on a national securities exchange or national market or quotation
system, over the 30 day period immediately preceding the delivery to the Seller
of notice of intent to exercise the option by Buyer in conformity with the
terms
of the Escrow Agreement annexed hereto as Exhibit "1".
2. Exercise
of Capital Stock Purchase Option.
Buyer
hereby elects to exercise the capital stock purchase option pursuant to Section
2.3.3(a) of the Agreement. Upon signing of this Second Amendment, Buyer shall
deliver to Seller 4,000,000 shares of Buyer Common Stock.
3. Exercise
of Capital Stock Purchase Option.
Buyer
hereby elects to exercise the capital stock option pursuant to Section 2.3.3
of
the Agreement with respect to 150 Shares. Contemporaneously with signing this
Second Amendment, Buyer shall deliver to Seller 4,000,000 shares of Buyer Common
Stock.
4. Ratification;
Entire Agreement; Recitals.
Except
as
modified above, all other terms and conditions of the Agreement are ratified
and
reaffirmed in their entirety, and shall remain in full force and effect. This
Second Amendment and the Agreement (including the Schedules attached to the
Agreement and the Recitals set forth above and in the Agreement) and other
documents delivered concurrently with the Agreement, contain the entire
understanding of the parties in respect of its subject matter and supersedes
all
prior agreements and understandings (oral or written) between or among the
parties with respect to such subject matter.
5. Amendment;
Waiver.
This
Second Amendment may not be modified, amended, supplemented, canceled or
discharged, except by written instrument executed by all parties.
6. Counterparts;
Execution by Facsimile.
This
Second Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same Agreement. Delivery of an executed counterpart hereof by facsimile
shall be effective as manual delivery of an executed counterpart
hereof.
[Signatures
Begin on Following Page]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Second Amendment and Exercise to be executed
the
day and year first above written.
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/s/
J. Xxxxxxx Xxxxxx
By:
J. Xxxxxxx Xxxxxx
Title:
President
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INVESTCOL Limited.
/s/
Xxxxxx X. Xxxxx
By:
Xxxxxx X. Xxxxx
Title:
President
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RNC
(Colombia) Limited
/s/ Xxx Xxxx
By:
Xxx Xxxx
Title:
President
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