FIRST AMENDMENT TO THE AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG GEOBIO ENERGY, INC., AND ENVIROPLASTICS CORPORATION, AND THE SECURITY HOLDERS OF ENVIROPLASTICS CORPORATION
FIRST
AMENDMENT TO THE AGREEMENT CONCERNING
THE
EXCHANGE OF SECURITIES BY AND AMONG GEOBIO ENERGY, INC.,
AND
ENVIROPLASTICS
CORPORATION,
AND
THE
SECURITY HOLDERS OF ENVIROPLASTICS CORPORATION
THIS
FIRST AMENDMENT to the Agreement Concerning the Exchange of Securities by and
among GeoBio Energy, Inc., a Colorado corporation (“GeoBio”) and EnviroPlastics
Corporation, a Nevada corporation (“EP”), and the Security Holders
of EnviroPlastics Corporation, dated March 2, 2009 (the “Agreement”), entered into this
_____day of June 2009, amends the Agreement as follows (the “Amendment”):
RECITALS
A. GeoBio,
EP and the shareholders of EP (collectively, the “Parties”) entered into an
Agreement Concerning the Exchange of Securities on or about March 2,
2009;
B. The
Parties wish to amend the Agreement in order provide additional time prior to
its formal Closing date in order to better address reporting and
other compliance requirements;
C. Unless
otherwise defined in this Amendment, capitalized terms have the meaning as
defined in the Agreement.
Accordingly,
the Parties hereby agree as follows:
|
1.
|
Pursuant
to Section 7.1 of the Agreement, the parties hereby elect to effect their
right to mutually amend the Closing date, therefore amend Section 7.1 as
follows:
|
7.1 Closing. The closing of this
Agreement shall be held at the offices of The Xxxx Law Group, PLLC, or at any
mutually agreeable place within one hundred eighty (180) days of the mutual
execution of this Agreement, unless extended by mutual agreement. At
the closing:
(a) EP shall
deliver to GeoBio (i) copies of Exhibit 1.2 executed
by all of the EP Security Holders, (ii) an assignment of all of the EP Stock to
GeoBio, (iii) the officer’s certificate described in Section 5.5, (iv) signed
minutes of its directors approving this Agreement.
(b) GeoBio
shall deliver to EP (i) certificates representing the Shares issued in the names
of the EP Security Holders, (ii) the officer’s certificate described in Section
6.5, and (iii) signed minutes of its directors approving this
Agreement.
6. Except
as otherwise provided herein, all other terms of the Agreement remain in full
force and effect.
7. This
Amendment sets forth the entire understanding and agreement of the parties,
and supersedes any and all prior contemporaneous oral or
written agreements or understandings between the parties as to the subject
matter of this Amendment. This Amendment shall be governed by the
laws of the State of Colorado.
8. This
Amendment may be executed by facsimile and in one (1) or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as
of the date listed above.
|
|
By: _____________________
Xxxx
XxXxxxxxxxxx
Authorized
Officer, Director
ENVIROPLASTICS
CORPORATION
By:
____________________
Xxxxx
Xxxxxxx
Chief
Executive Officer
