Exhibit 10.1
AMENDMENT NO. 1 TO
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to the REORGANIZATION AND STOCK
PURCHASE AGREEMENT dated as of May 5, 2008 (the "Agreement") is made effective
March 30, 2009 by and between HST Global, Inc. (p.k.a. NT Holding Corp.), a
Nevada corporation ("NTH"), and Health Source Technologies, Inc., a Nevada
corporation ("HST", and together with NTH, the "Parties").
WHEREAS, the Parties had agreed to an acquisition agreement whereby the
post-acquisition equity structure would reflect a 95% ownership of NTH by the
shareholders of HST, but the final post-acquisition equity structure did not
fulfil this intention of the parties because the shares issued pursuant to the
Agreement failed to account for certain issuances made to the existing
management;
AND WHEREAS, the Parties desire to correct the Agreement by authorizing the
issuance of an additional 99,744,800 pre-split shares, which shares will be
considered part of the consideration for the Agreement and shall be completed as
a tax-free exchange of stock;
NOW, THEREFORE, in consideration for the mutual promises contained herein,
the Parties hereby agree to the following terms and conditions of this
Reorganization and Stock Purchase Agreement.
1. Amendment.
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(a) New Section 1(f) is added to the Agreement to read as follows:
(f) NTH hereby agrees to issue and deliver an additional 99,744,800
pre-split shares to the HST shareholders once sufficient authorized capital
is available. These shares will be treated as an obligation to issue shares
as of the date of the Agreement.
(b) This Amendment No. 1 supersedes the Agreement with respect to any
conflict of any provisions. Unless otherwise specifically contradicted by this
Amendment, all other provisions of the Agreement remain intact and in force.
2. Notices. Any notice which any of the parties hereto may desire to
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serve upon any of the other parties hereto shall be in writing and shall be
conclusively deemed to have been received by the party at its address, if
mailed, postage prepaid, United States mail, registered, return receipt
requested, to the following addresses:
If to NTH NT Holding Corp.
0000 Xxxxxxxxx #000
Xxxx, XX 00000
Attention: Xxxx Xxx, President
If to HST: Health Source Technologies, Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, President
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Copy to: Xxxxxx Law Group
0000 Xxxx Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: M. Xxxxxxx Xxxxxx
3. Successors. This Amendment shall be binding upon and inure to the
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benefit of the heirs, personal representatives and successors and assigns of the
parties.
4. Choice of Law. This Amendment shall be construed and enforced in
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accordance with the laws of the State of Nevada, and the parties submit to the
exclusive jurisdiction of the courts of Nevada in respect of all disputes
arising hereunder.
5. Counterparts. This Amendment may be signed in one or more
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counterparts, all of which taken together shall constitute an entire agreement.
6. Entire Agreement. This Amendment sets forth the entire agreement
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and understanding of the Parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any Party hereto which is not embodied in this Agreement or the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
For and on behalf of: NT Holding, Inc.
a Nevada corporation
By:\s\ Xxxx Xxx
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Xxxx Xxx
President
For and on behalf of: Health Source Technologies, Inc.
a Nevada corporation
By: \s\ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
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