AMENDMENT TO THE STOCK PURCHASE AGREEMENT
Exhibit 10.9
AMENDMENT
TO
THE
THIS AMENDMENT TO THE PURCHASE
AGREEMENT is made and entered into as of October 19, 2009 (this “Amendment”)
among XXXXXXXXXXXXX.XXX, INC., a Florida corporation (“Purchaser”), SWISSINSO
SA, a Swiss corporation with registered office in Lausanne, Switzerland (the
“Company), XXXXXXX GRUERING (“Gruering”), XXXX XXXXXXXX (“Ducommun”) and
XXXX-XXXXXXX XXXX, XXXXXXX YOGANANTHAN, XXXXXX XX XXXXX, XXXXXXX XXXXXXXXX,
ERGOMA SA, SICG S.A. and XXXXXX XXXXXX (together with Gruering and Ducommun, the
“Sellers”).
W I T N E
S S E T H
WHEREAS, on September 10, 2009, the
parties entered into a Purchase Agreement (the “Agreement”; capitalized terms
used herein not otherwise defined shall have the meanings given to such terms in
the Agreement) whereby the Purchaser would purchase all of the shares of the
Company in exchange for the issuance of 50,000,000 shares of common stock of
Purchaser; and
WHEREAS, the Purchaser and Sellers,
having subsequently finished their due diligence reviews with respect to the
transactions contemplated by the Agreement, desire to amend certain provisions
of the Agreement on the terms and provisions contained in this
Amendment.
NOW, THEREFORE, in consideration of the
mutual covenants herein and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereby agree as
follows:
1. Shareholder
Loan. Section 7.12 of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:
“Section
7.12 Shareholder Loan. The
Purchaser acknowledges that Gruering has advanced loans to the Company as a
shareholder loan. Such shareholder loan shall be converted into 1,097,145 shares
of Common Stock of the Purchaser as of the Closing Date. Said shareholder shall
execute a release to the Company in the form attached hereto as Exhibit
A.”
2. Reference. On
and after the date hereof, each reference in the Agreement to “hereunder”,
“hereof”, “herein” or words of like import, and each reference to the Agreement
in any other agreement, document or other instrument, shall automatically be
deemed to include a reference to this Amendment.
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3. Counterparts. This
Amendment may be executed in one or more counterparts and by facsimile, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
4. Captions. The
captions used in this Amendment are intended for convenience of reference only,
shall not constitute any part of this Amendment and shall not modify or affect
in any manner the meaning or interpretation of any of the provisions of this
Amendment.
5. Binding
Effect. This Amendment shall be binding upon and inure
to the benefit of the respective heirs, executors, administrators,
representatives and the permitted successors and assigns of the parties
hereto.
6. Governing Law. This
Amendment shall be governed, construed and enforced in accordance with the laws
of Switzerland, without giving effect to principles of conflicts of
law.
7. Jurisdiction. The
parties hereby irrevocably consent to the in personam jurisdiction of the
competent courts in Lausanne, Switzerland, in connection with any action or
proceeding arising out of or relating to this Amendment or the transactions and
the relationships established thereunder. The parties hereby agree
that such courts shall be the venue and exclusive and proper forum in which to
adjudicate such matters and that they will not contest or challenge the
jurisdiction or venue of these courts. If any party shall commence a proceeding
to enforce any provisions of this Amendment, then the prevailing party in such
proceeding shall be reimbursed by the other party for its reasonable attorney’s
fees and other reasonable costs and expenses incurred with the investigation,
preparation and prosecution of such proceeding.
[Remainder
of Page Omitted; Signature Pages to Follow]
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IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
first above written.
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