AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
AMENDMENT
NO. 2 TO ASSET PURCHASE AGREEMENT
THIS
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT,
dated
as of the 3rd day of October, 2006 (the “Amendment”)
by the
below executing parties, hereby amends the Asset Purchase Agreement (as amended
from time to time, the “Agreement”)
dated
as of July 14, 2006, entered into by and among Tactical Air Defense Services,
Inc. (“Parent”),
Genesis Aviation Acquisition Inc., Resource Financial Aviation Holdings Inc.,
and OneSource Aviation Acquisition Inc. each a Nevada corporation and wholly
owned subsidiary of Parent (each a “Subsidiary”,
the
Subsidiaries and Parent are each sometimes referred to herein as a “Purchaser”)
as
Purchasers and AeroGroup Incorporated, a Utah corporation (“AeroGroup”)
and
its wholly owned subsidiaries, Genesis Acquisition, Inc., Resource Financial
Holdings Acquisition, Inc., and OneSource Acquisition, Inc., each a Delaware
corporation, as sellers (each individually a “Seller
Subsidiary”, the
Seller Subsidiaries and AeroGroup each being sometimes referred to herein as
a
“Seller”),
which
Agreement was amended by the parties on August 22, 2005 (“Amendment
No. 1”).
All
capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Agreement.
WHEREAS,
the
parties originally agreed to consummate the transaction within 75 days of the
date of the Agreement, and further conditioned upon, among other things,
completion of the consolidated audited financial statements and appointment
of
the Interim Management to the board and as officers of Parent and obtaining
several government Permits as set forth in Section 4(e) of the Agreement;
and
WHEREAS,
the
parties have completed due diligence, have appointed the Interim Management,
have obtained two of the three necessary government permits as required under
the Agreement, and wish to extend the Termination Date of the Agreement to
November 15, 2006, so that the remaining conditions to Closing of the parties
can be satisfied;
NOW
THEREFORE,
it is
agreed:
1. Section
3
of the Agreement is hereby amended to be and read as follows:
The
closing of the transactions contemplated herein (the “Closing”)
shall
be held at the offices of Xxxxxxx Xxxx LLP, 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx,
Xxx
Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (local time) on the earlier of the fifth
business day after the satisfaction or waiver of the conditions set forth in
Sections 7 and 8 hereof, or on such other date as may be agreed upon by the
parties (the date on which the Closing actually takes place shall be referred
to
as the “Closing
Date”);
provided, that if the Closing shall not have occurred prior to November 15,
2006
(the “Termination
Date”),
either party shall be entitled to terminate this Agreement without any liability
whatsoever to any party. However, in the event a party shall have caused a
delay
in closing the transaction contemplated hereby by its failure to perform any
covenant hereunder, such party shall not be entitled to terminate this Agreement
as provided herein until the expiration of a period following such date
corresponding to the period of the delay so caused. The Closing shall be deemed
effective as of the opening of business on the Closing Date. The Termination
Date may only be extended by consent of AeroGroup and Parent.
2. The
Agreement is and shall remain and continue in full force and effect in all
other
respects, without prejudice.
3. This
Amendment may be signed in one or more counterparts.
[Signature
Pages Follow]
COUNTERPART
SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER
3,
2006
IN
WITNESS WHEREOF,
the
parties hereto, intending to be bound hereby, have caused this Amendment to
Asset Purchase Agreement to be executed the day and year first above
written.
| SELLERS: | ||
| AEROGROUP INCORPORATED | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx X. Xxxxxxx |
||
| Title: President | ||
| GENESIS ACQUISITION, INC. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx X. Xxxxxxx |
||
| Title: President | ||
| RESOURCE FINANCIAL HOLDINGS ACQUISITION, INC. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx X. Xxxxxxx |
||
| Title: President | ||
| ONESOURCE ACQUISITION, INC. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx X. Xxxxxxx |
||
| Title: President | ||
COUNTERPART
SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF OCTOBER
3,
2006.
IN
WITNESS WHEREOF,
the
parties hereto, intending to be bound hereby, have caused this Amendment to
Asset Purchase Agreement to be executed the day and year first above
written.
| PURCHASERS: | ||
| TACTICAL AIR DEFENSE SERVICES, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx Xxxxxx | |
|
Name: Xxxx Xxxxx Xxxxxx |
||
| Title: Vice President, Chief Financial Officer | ||
| GENESIS AVIATION ACQUISITION INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx Xxxxxx | |
|
Name: Xxxx Xxxxx Xxxxxx |
||
| Title: Vice President, Chief Financial Officer | ||
| RESOURCE FINANCIAL AVIATION HOLDINGS INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx Xxxxxx | |
|
Name: Xxxx Xxxxx Xxxxxx |
||
| Title: Vice President, Chief Financial Officer | ||
| ONESOURCE AVIATION ACQUISITION INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx Xxxxxx | |
|
Name: Xxxx Xxxxx Xxxxxx |
||
| Title: Vice President, Chief Financial Officer | ||
| Consented and agreed to on behalf of the foregoing entities: | ||
|
/s/
Xxxxxx Xxxxxxxx
|
||
|
|
||
