FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.12
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
First Amendment to Stock Purchase
Agreement (the “Agreement”) dated as of the ____th day of
August, 2007, to be effective as of June 15, 2007 (the “Effective
Date”) is made and entered into by and between MV EQUITY
PARTNERS, INC., a Texas corporation with offices at 000 Xxxxxxxx Xxx.,
Xxxxx 0000, Xxxxxx, XX 00000 (“Purchaser”) and the individuals
identified on Schedule A hereto (each a “Seller” and
collectively, the “Sellers”).
W
I T N E S S E T H :
WHEREAS,
Sellers and
the Purchaser previously entered into a Stock Purchase Agreement dated April
17,
2007 (the “Stock Purchase”), which contemplated the Purchaser
purchasing from the Sellers, free and clear of all liens, claims and
encumbrances, and subject to the terms hereof, 510,000 shares of Common Stock
owned by them for an aggregate cash purchase price of Four Hundred Fifty
Thousand Dollars ($450,000) (the “Purchase”);
WHEREAS,
the closing
of the Purchase was conditioned on the closing by Allmarine Consultants
Corporation (“AMCC”) of a reverse merger transaction with Baxl
Technologies, Inc. (and a private placement of securities simultaneously with
the closing thereof) (the “Reverse
Merger”);
WHEREAS,
the Closing
Date of the Reverse Merger (as defined in the Stock Purchase), was required
to
occur by June 15, 2007, unless extended pursuant to the terms of the Stock
Purchase to at the latest July 27, 2007 (the “Required Closing
Date”);
WHEREAS,
the Stock Purchase included a down payment of $50,000 (the “Down
Payment”); and
WHEREAS,
the Reverse
Merger did not close by the Required Closing Date, and the parties now desire
to
enter into this Agreement to extend the date of such Required Closing
Date.
NOW
THEREFORE, in
consideration of the foregoing premises, and of the mutual covenants and
undertakings contained herein, and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by
the parties hereto, the parties to this Agreement hereby agree as
follows:
ARTICLE
1
EXTENSION
OF REQUIRED CLOSING DATE
1.01. Extension
of Required Closing Date. The Purchaser and the Sellers hereby agree that
the Required Closing Date as provided in the Stock Purchase shall be extended
until August 31, 2007.
1.02. Waiver
of Rights. The Purchaser and Sellers additionally agree to waive any default
and/or rights they may have had due to fact that the Reverse Merger did not
occur by the Required Closing Date.
1.03. Escrow
Agent. The Purchaser and Sellers agree that the Escrow Agent (as
defined in the Stock Purchase) can rely on the Required Closing Date as amended
hereby in connection with the provisions of Article 4 of the Stock Purchase
as
amended hereby.
1.04. Down
Payment. The Purchaser agrees that Section 2.02 of the Stock
Purchase shall be rescinded in its entirety in connection with the parties’
entry into this Agreement, and the entire amount of the Down Payment shall
be
considered earned by the Sellers. As a result, such Down Payment
shall not be refundable to Purchaser, but shall be retained by Sellers
regardless of whether the Stock Purchase closes by the Required Closing Date,
as
extended herein, and shall not be refundable regardless of any provision of
Section 2.02, which is rescinded herewith.
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE PARTIES
2.01. Reaffirmation
of Warranties. The Purchaser and the Sellers agree that all of
the representations made by the Purchaser (under Section 5.01 of the Stock
Purchase) and the Sellers (under Section 5.02 of the Stock Purchase) are
accurate and valid as of the date of this Agreement, and the parties hereby
reconfirm and ratify such representations as of the date of this
Agreement.
2.02. Status
of Stock Purchase. The parties hereto agree that other than the
amendment to the Required Closing Date affected by Article 1 of this Agreement,
all other sections, terms, conditions and requirements as set forth in the
Stock
Purchase shall remain in full affect and be fully enforceable against the
parties hereto.
ARTICLE
3
MISCELLANEOUS
(a) Neither
Sellers nor Purchaser may assign this Agreement or their respective rights,
benefits or obligations hereunder without the written consent of the
non-assigning party, except that Purchaser may assign, in whole or in part,
its
rights to purchase the Shares to any third party(ies) designated by
it.
(b) This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, heirs, personal representatives,
administrators, executors and permitted assigns. Nothing contained in this
Agreement is intended to confer upon any person or entity, other than the
parties hereto, or their respective successors, heirs, personal representatives,
administrators, executors or permitted assigns, any rights, benefits,
obligations, remedies or liabilities under or in connection with this
Agreement.
(c)
No waiver of any provision of this Agreement or of any breach hereof shall
be
effective unless in writing and signed by the party to be bound thereby. The
waiver by any
party
hereto of a breach of any provision of this Agreement, or of any representation,
warranty, obligation or covenant in this Agreement by the other party hereto,
shall not be construed as a waiver of any subsequent breach of the same or
of
any other provision, representation, warranty, obligation or covenant of such
other party under this Agreement, unless the instrument of waiver expressly
provides otherwise.
(d)
This Agreement shall be governed by and construed in accordance with the laws
of
Texas with respect to contracts made and to be fully performed therein without
regard to the conflicts of laws principles thereof. The parties
hereto hereby agree that any suit or proceeding arising under or as a result
of
this Agreement or the consummation of the transactions contemplated hereby,
shall be brought solely in a Federal or State court located in Xxxxxx County,
Texas except as otherwise provided below. By their execution hereof,
the parties hereto irrevocably consent and submit to the in personam
jurisdiction of the Federal and State courts located in Xxxxxx County, Texas
and
agree that any process in any suit or proceeding commenced in such courts under
this Agreement may be served upon them personally or by certified or registered
mail, return receipt requested, or by a nationally recognized overnight
courier service which provides evidence of delivery, with the same force and
effect as if personally served upon them in such City, County and
State. The parties hereto each waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and
any
defense of lack of in personam jurisdiction with respect thereto.
(e) The parties hereto hereby agree that, at any time and from time to time after the date hereof upon the reasonable request of any of the parties hereto and at no cost to the party to which any such request is made, they shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required to more effectively consummate this Agreement and the transactions contemplated thereby or to confirm or otherwise effectuate the provisions of this Agreement.
(f)
Each party hereto represents and warrants to the other that he or it has been
represented by independent counsel of his or its own choosing in connection
with
the negotiation, execution, delivery and consummation of this
Agreement.
(g)
Except as set forth below, each of the parties hereto shall bear all of their
respective costs and expenses incurred in connection with the negotiation,
preparation, execution, consummation, performance and/or enforcement of this
Agreement. Notwithstanding the foregoing, in the event of any action
or proceeding instituted by any party hereto to enforce the provisions of this
Agreement, the party prevailing therein shall be entitled to reimbursement
by
the other breaching party of the legal costs and expenses incurred by the
prevailing party in connection therewith.
(h)
This Agreement may be executed in one or more counterparts, each of which,
when
executed and delivered, shall be deemed an original, but all of which when
taken
together, shall constitute one and the same instrument and this Agreement may
be
completed by facsimile
transmission, which transmission will be deemed to be an original and considered
fully legal and binding on the parties hereto.
(i)
The Article and Section headings used in this Agreement have been used for
convenience of reference only and are not to be considered in construing or
interpreting this Agreement.
(j)
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this Agreement
and the balance of this Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF,
the undersigned have set their hands effective as of the Effective Date set
forth above.
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SELLERS:
/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx, Executive Officer
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/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
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/s/
Xxxxx X. Xxxx
Xxxxx X. Xxxx
PURCHASER:
MV
EQUITY PARTNERS, INC.
By:
/s/ Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, President
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SCHEDULE
A
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Name
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Address
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No.
of AMCC Shares
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Xxxxxxx
Xxxxxx
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0000
Xxxxx Xxxx 000 Xxxx. 0
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170,000
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Xxxxx
000
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Xxxxxx,
Xxxxx 00000
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Xxxxxx
Xxxxx
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2311 Westrock #1 |
170,000
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Xxxxxx,
Xxxxx 00000
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Xxxxx
X. Xxxx
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0000
Xxxx Xxxx Xxxxx, Xxxxx 000
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170,000
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Xxxxxxxx,
Xxxxx 00000
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PURCHASE
PRICE
ALLOCATION
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Xxxxxxx
Xxxxxx
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One-third
of the purchase price
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Xxxxxx
Xxxxx
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One-third
of the purchase price
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Xxxxx
X. Xxxx
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One-third
of the purchase price
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