AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT
TO STOCK PURCHASE AGREEMENT
Pursuant
to the signed Agreement for Purchase and Sale of Stock dated January 31, 2007,
the following amendment is made to section 1.2 and 2.0 of the
Agreement.
Date:
March 15, 2007
Original:
1.2
Procedure
for Closing.
The
closing of the transaction contemplated by this Agreement shall be held at
FTS
Group, Inc. 0000 Xxxx Xxxxxxxxxxxx Xxx., Xxxxx, Xxxxxxx 00000, on January 22,
2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto
may otherwise agree (such date to be referred to in this Agreement as the
"Closing Date").
2.0
Amount
and Payment of Purchase Price.
The
purchase price of the Stock shall be $45,000 in accordance with the allocation
set forth in Exhibit "A" attached and incorporated herein, all in the aggregate
sum of Forty Five Thousand ($45,000) Dollars and 00/100.
In
addition to cash paid out on the Closing Date, the Purchaser agree to issue
1,500,000 free trading shares subject to a six (6) month lock up and twelve
(12)
month leak out agreement to Xxxxx Xxxxxxxx as Seller, and 1,000,000 free trading
shares to Rochester Capital Partners, as Finder, subject to a lock-up and leak
out agreement.
$10,000
of the $45,000 purchase price shall be held in escrow on the Closing Date and
released upon completion of the audited financials for XxxxxXxxXxxxxxx.Xxx,
Inc., for the fiscal years ended 2002 through 2006, expected to take
approximately two to four weeks from the Closing Date to complete.
As
Amended:
Amendment
#1
1.2
Procedure
for Closing.
The
closing of the transaction contemplated by this Agreement shall be held at
FTS
Group, Inc. 0000 Xxxx Xxxxxxxxxxxx Xxx., Xxxxx, Xxxxxxx 00000, on March 20,
2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto
may otherwise agree (such date to be referred to in this Agreement as the
"Closing Date").
2.0
Amount
and Payment of Purchase Price.
The
purchase price of the Stock shall be $45,000 Forty Five Thousand ($45,000)
Dollars and 00/100, in accordance with the allocation set forth in Exhibit
"A"
attached and incorporated herein, but not at closing. All funds will be paid
in
accordance with Amendment #1 to Section 2.0 of the Stock sale and Purchase
Agreement.
In
addition to cash, within 30 days of the Closing Date, the Purchaser agrees
to
issue from the acquired preferred shares 1,500,000 pre split free trading shares
subject to a six (6) month lock up and twelve (12) month leak out agreement
to
Xxxxx Xxxxxxxx as Seller, and 1,000,000 pre split free trading shares to
Rochester Capital Partners, as Finder, subject to a lock-up and leak out
agreement.
The
entire cash purchase price of $45,000 shall be paid subject to final contractual
debt payout calculations, completion of audited financial statements for the
fiscal years of 2002 through 2006, within 14 days of the Company’s common shares
begin trading on the over the counter bulletin board or pink sheets stock
markets.
IN
WITNESS WHEREOF,
the
parties have executed this Amendment so that it is deemed effective as of the
day and year first written above.
SELLER: PURCHASER:
XxxxxXxxXxxxxxx.Xxx,
Inc. 221
Fund, LLC.
By: /s/
Xxxxx Xxxxxxxx By: /s/
Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxx, President Xxxxx
Xxxxxxxxx
Dated:
March 15, 2007 Dated:
March 15, 2007
Xxxxx
Xxxxxxxx
An
individual
By: /s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, President
