EXHIBIT 10.10
AMENDMENT NO. 2 made as of the 30th day of December, 2003 to the Stock
Purchase Agreement dated as of May 14, 2001, as amended, by and among THE
SAGEMARK COMPANIES LTD., PAMELS CORP., XXXX X. XXXXXXXXX REVOCABLE TRUST, XXXX
CAPITAL, INC., BOCARA CORPORATION, MERCURY CAPITAL CORP., PREMIER P.E.T. IMAGING
INTERNATIONAL, INC. and PREMIER CYCLOTRON INTERNATIONAL CORP. (the "Stock
Purchase Agreement").
WHEREAS, the entities designated as the Selling Stockholders under the
Stock Purchase Agreement have agreed to reduce the number of Additional Sagemark
Shares which such persons and entities are entitled to receive thereunder, in
order to enhance the ability of The Sagemark Companies Ltd. (the "Company") to
obtain additional capital, all on and subject to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein and
other good and valuable consideration, the parties hereto do hereby agree as
follows:
1. Incorporation by Reference. The terms and provisions of the
Stock Purchase Agreement are incorporated herein by reference thereto. All
capitalized terms which are used, but not defined herein, shall have the
meanings ascribed to them in the Stock Purchase Agreement.
2. Reduction of Additional Sagemark Shares. On the Effective Date
(as defined in Section 3 hereof), and subject to the fulfillment of the
condition set forth in Section 3 hereof, Section 1.2(b) of the Stock Purchase
Agreement will be deleted and the Selling Stockholders hereby agree, at such
time, to accept a total of 1,415,000 Additional Sagemark Shares in lieu of the
maximum of 1,917,000 Additional Sagemark Shares which they are currently
entitled to receive under said Section. The Selling Stockholders hereby agree
that the 1,415,000 Additional Sagemark Shares shall be allocated as follows:
Name No of Additional Sagemark Shares
---- --------------------------------
Pamels Corp. 400,000
Xxxx X. Xxxxxxxxx Revocable Trust 140,000
Xxxx Capital, Inc. 275,000
Bocara Corporation 525,000
Mercury Capital Corp. 75,000
Promptly following the Effective Date, the Company will issue
the Additional Sagemark Shares to each of the entities set forth above in this
Section 2. The Company's obligation to issue the Additional Sagemark Shares, as
aforesaid, is subject to each of such entities signing and delivering to the
Company any investment letter or other instrument required by the Company's
counsel to comply with the applicable provisions of the Securities Act of 1933,
as amended, and applicable state securities laws.
3. Effective Date. Premier P.E.T. Imaging International, Inc.
("Premier"), the Company's wholly owned subsidiary, is establishing a positron
emission tomography diagnostic imaging center in Queens, New York (the "Queens
PET Center"). The Queens PET Center requires $350,000 in working capital (the
"Working Capital"). The agreement of the Selling Stockholders set forth in
Section 2 above is subject to and conditioned upon the receipt by P.E.T.
Management of Queens LLC (the entity formed by Premier to establish the Queens
PET Center) of the Working Capital. The date on which P.E.T. Management of
Queens, LLC receives the Working Capital is referred to herein as the "Effective
Date". In the event that the Effective Date does not occur by February 29, 2004,
any of the Selling Stockholders may provide notice to the Company whereupon this
Amendment No. 2 to the Stock Purchase Agreement will be null and void and have
no further legal force or effect.
4. Redemption. Section 7.1 of the Stock Purchase Agreement will,
upon the Effective Date, automatically be deleted from the Stock Purchase
Agreement and will be of no further legal force or effect.
5. Authorization. Each of the parties hereto hereby represents
and warrants to the others that this Agreement has been duly authorized by it
and is its valid and legally binding obligation.
6. Inconsistencies. Except as specifically provided in this
Amendment, none of the other terms or conditions of the Stock Purchase Agreement
are being modified or amended, and the Stock Purchase Agreement will remain in
full force and effect in accordance with its terms. To the extent that there is
any inconsistency between the terms of this Amendment and the terms of the Stock
Purchase Agreement, the terms of this Amendment shall control.
7. Miscellaneous. This Amendment 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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first written.
WITNESS: THE SAGEMARK COMPANIES LTD.
/s/ XXXXXX XXXXXX By: /s/ XXXXXXXX X. XXXXXXX
----------------------------- -------------------------------------
Xxxxxxxx X. Xxxxxxx,
Chief Executive Officer
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WITNESS: PAMELS CORP.
/s/ XXXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- -------------------------------------
Xxxxxxx X. Xxxxxxxx, President
WITNESS: XXXX X. XXXXXXXXX REVOCABLE TRUST
/s/ XXXXXX XXXXXX By: /s/ XXXX X. XXXXXXXXX
----------------------------- -------------------------------------
Xxxx X. Xxxxxxxxx, Trustee
WITNESS: XXXX CAPITAL, INC.
/s/ XXXXXX XXXXXX By: /s/ XXXXXXXX X. XXXXXXX
----------------------------- -------------------------------------
Xxxxxxxx X. Xxxxxxx, President
WITNESS: BOCARA CORPORATION
/s/ XXXXXX XXXXX By: /s/ XXXXXX X. XXXXXXX
----------------------------- -------------------------------------
Xxxxxx X. Xxxxxxx, President
WITNESS: MERCURY CAPITAL CORP.
/s/ XXXXX XXXX By: /s/ XXXXXX XXXXXXXXX
----------------------------- -------------------------------------
Dr. Xxxxxx XxXxxxxxx, President
WITNESS: PREMIER P.E.T. IMAGING INTERNATIONAL,
INC.
/s/ XXXXXX XXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- -------------------------------------
Xx. Xxxxxxx X. Xxxxxxxx, President
WITNESS: PREMIER CYCLOTRON INTERNATIONAL
CORP.
/s/ XXXXXX XXXXXX By /s/ XXXXXXX X. XXXXXXXX
----------------------------- -------------------------------------
Xx. Xxxxxxx X. Xxxxxxxx, President
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