THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
THIRD
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
Third Amendment to Stock Purchase Agreement (this "Third Amendment ") is dated
August 24, 2007 and is by and among Colombia Goldfields, Ltd., a Delaware
corporation ("Buyer"), RNC (Colombia) Limited, a Belize corporation and its
wholly owned subsidiary, Compania Xxxxxx xx Xxxxxx, a Colombian corporation
("Caldas"), (together referred to herein as the "Company") and, Investcol
Limited, a Belize corporation ("Seller"). Certain other capitalized terms used
herein are defined in the Agreement (defined below).
RECITALS
WHEREAS,
Buyer, Seller and Company entered into that certain Stock Purchase Agreement
dated as of January 13, 2006 ("Agreement");
WHEREAS,
Buyer, Seller and Company entered into those certain First and Second Amendments
to the Stock Purchase Agreement dated as of August 22, 2006 and December
14, 2006, respectively;
and
WHEREAS,
the parties desire to amend the capital stock purchase option provisions
pursuant to Section 2.3.3 of the Agreement.
TERMS
NOW
therefore, for $10.00 and other good and valuable consideration, the receipt
and
sufficiency of which is hereby conclusively acknowledged, the parties, subject
to any applicable regulatory approvals, agree as follows:
1. Amendment
to Section 2.3.3 of the Agreement.
Section
2.3.3 of the Agreement is hereby amended and restated in its entirety as
follows:
2.3.3
Buyer shall have the option until May 1, 2009 to acquire from Seller 100 Shares
(constituting 10% of the then issued and outstanding capital stock of Company),
free and clear of all Encumbrances in exchange for $300,000 and 3,000,000 shares
of Buyer Common Stock issued to Seller, by delivery to the Seller of notice
of
intent to exercise the option in conformity with the terms of the Escrow
Agreement annexed hereto as Exhibit "1".
2. Exercise
of Capital Stock Purchase Option.
Buyer
hereby elects to exercise the capital stock purchase option pursuant to Section
2.3.3 of the Agreement. Upon signing of this Third Amendment, Buyer shall
deliver to Seller $300,000 and 3,000,000 shares of Buyer Common Stock.
3. Ratification;
Entire Agreement; Recitals.
Except
as
modified above, all other terms and conditions of the Agreement are ratified
and
reaffirmed in their entirety, and shall remain in full force and effect. This
Third Amendment and the Agreement (including the Schedules attached to the
Agreement and the Recitals set forth above and in the Agreement) and other
documents delivered concurrently with the Agreement, contain the entire
understanding of the parties in respect of its subject matter and supersedes
all
prior agreements and understandings (oral or written) between or among the
parties with respect to such subject matter.
4. Amendment;
Waiver.
This
Third Amendment may not be modified, amended, supplemented, canceled or
discharged, except by written instrument executed by all parties.
5. Counterparts;
Execution by Facsimile.
This
Third Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same Agreement. Delivery of an executed counterpart hereof by facsimile
shall be effective as manual delivery of an executed counterpart
hereof.
[Signatures
Begin on Following Page]
2
IN
WITNESS WHEREOF,
the
parties hereto have caused this Third Amendment and Exercise to be executed
the
day and year first above written.
| COLOMBIA GOLDFIELDS, LTD. |
|
|
| By:
L. Xxxxxxx Xxxxxx
Title:
President
|
|
INVESTCOL LTD.
|
|
|
|
By:
Xxxxxx X. Xxxxx
Title:
President
|
| RNC (COLOMBIA) LIMITED |
|
|
|
By:
Xxxxx Kopperson
Title:
Vice President and CFO
|
