Amendment No. 1 to Share Exchange Agreement
Exhibit
10.10
Amendment
No. 1 to Share Exchange Agreement
This
Amendment No. 1 to Share Exchange Agreement (this “Amendment No. 1”) is dated as
of the 19th day of June, 2007 by and among Pacific Copper Corp., a Delaware
corporation (the “Company”); Xxxxxx
Xxxxxxx (“Xxxxxxx”) for a Chilean corporation
to be formed by Xxxxxxx (“Chile Co.”); and the persons executing this Amendment
in their capacity as shareholders of Chile Co. (the
“Shareholders”).
RECITALS
WHEREAS,
the Company, Xxxxxxx, Chile Co. and the Shareholders (collectively the
“Parties”) entered into a Share Exchange Agreement dated as of April 11, 2007
(the “Original Agreement”);
WHEREAS,
as just prior to the closing of the Original Agreement, the Shareholders will
own of record and beneficially all of the issued and outstanding shares of
the
capital stock of Chile Co. (the “Chile Co. Shares”), as set out in the Original
Agreement;
WHEREAS,
pursuant to the Original Agreement the Shareholders agreed to sell to the
Company, and the Company agreed to purchase from the Shareholders, the Chile
Co.
Shares;
WHEREAS,
pursuant to the Original Agreement the Shareholders agreed to receive an
aggregate of 6,150,000 shares of the Company’s common stock in exchange for the
shares of Chile Co. (the “Exchange Shares”);
WHEREAS,
the parties have agreed to extend the time for closing.
NOW,
THEREFORE, for the mutual promises and undertakings contained herein, and for
other good and valuable consideration, the Parties hereby amend the Original
Agreement as follows:
1. |
Section
1.7 shall be amended to change the number of day after execution
of the
Original Agreement for closing from 60 days to 120
days.
|
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents. The Company shall be
responsible to provide each party to the Agreement, a fully executed copy once
all signatures have been received.
IN
WITNESS WHEREOF, the parties have executed this Amendment, as of the date
first
written above.
By:
|
/s/
Xxxxxxxx Xxxxxx
|
Xxxxxxxx
Xxxxxx
|
|
Corporate
Secretary
|
|
CHILE
CO.
|
|
(to
be incorporated)
|
|
By:
|
/s/
Xxxxxx Xxxxxxx
|
Xxxxxx.
Xxxxxxx
|
|
THE
SHAREHOLDERS
|
Signature
|
|
/s/
Xxxxxx Xxxxxxx
|
|
Xxxxxx Xxxxxxx
|
|
/s/
Xxxxxxx Xxxxxxxx
|
|
Xxxxxxx Xxxxxxxx
|
|
/s/
Xxxxxxxxx Xxxxx
|
|
Xxxxxxxxx Xxxxx
|
|
/s/
Xxxxxxx Xxxxxxx
|
|
Xxxxxxx Xxxxxxx
|
|
/s/
Xxxxxx Xxxxxxxx
|
|
Xxxxxx Xxxxxxxx
|
|
Xxxxxxxx
Holdings Ltd.
|
|
Per:
|
/s/
Xxxxxx X. Xxxxx
|
Xxxxxx
X. Xxxxx
|
|
Title:
|
President
|