Exhibit 10.29
AMEN PROPERTIES, INC.
Series A Preferred Stock
CONSENT, WAIVER AND AMENDMENT
-----------------------------
This Consent, Waiver and Amendment (this "Agreement") is made and entered
into on this the 5th day of January, 2005 by and among Amen Properties, Inc.
(the "Company") and the holders of the Series A Preferred Stock of Amen
Properties, Inc. identified on the signature pages hereto (each, a "Holder" and
collectively, the "Holders"), with reference to the following facts:
A. Each of the Holders acquired shares of Series A Preferred Stock of the
Company (the "Series A Preferred") from the Company pursuant to a stock purchase
agreement (including Annex A thereto) between each Holder and the Company (each,
a "Stock Purchase Agreement"). Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Stock Purchase Agreement.
B. Each Holder and the Company desire to amend the Stock Purchase Agreement
between such Holder and the Company as provided herein.
C. The Certificate of Designations for the Series A Preferred provides that
the Company cannot designate, sell or issue any securities with certain rights
and preferences equal to or greater than the rights and preferences of the
Series A Preferred.
D. The Company has advised the Holders that the Company desires to
designate, sell and issue a new series of preferred stock to be designated as
Series C Convertible Preferred Stock of Amen Properties, Inc. (the "Series C
Preferred"), with the terms, rights and preferences set forth in the form of the
Certificate of Designations of Series C Preferred stock of Amen Properties, Inc.
attached hereto as Exhibit "A" and made a part hereof for all purposes (the
"Designations") which terms, rights and preferences are equal and similar to the
Series A Preferred.
E. The Holders have determined that they will consent to the Company's
designation, sale and issuance of the Series C Preferred.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants
and agreements set forth herein, the parties hereto agree as follows:
1. Amendment of Stock Purchase Agreements and Waiver.
(a) Each Holder and the Company hereby amend the Stock Purchase Agreement
between such Holder and the Company to delete Sections 5.3, 5.5 and 7 in
their entirety, as well as any and all references to the Registration
Statement and accompanying text throughout the Stock Purchase Agreement.
Each Holder hereby waives, releases and discharges the Company from any and
all claims, liabilities or obligations that the Company may have to such
Holder or anyone claiming by, through or under such Holder under or in
connection with Section 7 of the Stock Purchase Agreement between such
Holder and the Company. The Company hereby waives, releases and discharges
each Holder and any person or entity claiming by, through or under such
Holder, from any and all claims, liabilities or obligations that such
Holder may have to the Company under or in connection with Sections 5.3 and
5.5 of the Stock Purchase Agreement between such Holder and the Company.
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(b) Except as expressly amended in this Section 1, each such Stock Purchase
Agreement shall remain in full force and effect to the extent of its terms,
but nothing herein shall re-effectuate any terms thereof which have lapsed
or expired.
2. Consent of Holders. The Holders hereby consent to and approve the
designation, issuance and sale by the Company of the Series C Preferred. Each
Holder acknowledges that he has reviewed the Designations and understands and
agrees that the terms, rights and preferences of the Series C Preferred will be
equal and similar to the terms, rights and preferences of the Series A
Preferred.
3. Representations of Holders. Each Holder hereby represents and warrants
to the Company that such Holder is the record and beneficial owner of the shares
of Series A Preferred set forth on such Holder's signature page to this consent,
that such Holder has the full power and authority to execute and deliver this
Agreement with respect to those shares, and that this Agreement, when executed
by the Holder, is valid and binding on the Holder and such shares.
4. Counterparts. This Agreement may be signed in any number of counterparts
so long as the Company and each Holder signs at least one such counterpart, each
such counterpart shall be deemed and considered an original of this Agreement
and all such counterparts shall be taken together as one document. Faxed
signatures to this Agreement shall be deemed and treated as original signatures
for all purposes.
[Remainder of Page Intentionally Left Blank]
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Amen Properties, Inc.
Series A Consent
Company Signature Page
EXECUTED AND DELIVERED as of the date first above written.
AMEN PROPERTIES, INC.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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Amen Properties, Inc.
Series A Consent
Holder Signature Page
EXECUTED AND DELIVERED as of the date first above written.
INDIVIDUAL HOLDER: No. of Shares of Series A Preferred:
_________________________________ ___________
Printed Name:____________________
ENTITY HOLDER:
_________________________________
(Name of Holder)
By: _____________________________
Name: ___________________________
Title: __________________________
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