First Amendment to
AMENDED STOCK EXCHANGE AND PLAN OF MERGER AGREEMENT
THE STOCK EXCHANGE AND PLAN OF MERGER AGREEEMNT (the "Agreement") entered into
on the 8th day of September 2006, by and among GALTECH SEMICONDUCTOR MATERIALS
CORPORATION, a Utah corporation ("GALTECH") and CBM GROUP, INC., a Nevada
corporation ("CBM"), is hereby Amended as follows:
WITNESSETH
WHEREAS, simultaneously with the Exchange per the terms of the Agreement,
GALTECH was to cause to have a new corporation formed, chartered in the State of
Nevada, named CBM IPA, Inc. in which all IP assets owned by CBM Group, Inc. was
to be used to capitalize CBM IPA, Inc., with all outstanding and issued shares
of CBM IPA, Inc. owned by GALTECH, making CBM IPA a wholly owned subsidiary of
GALTECH; and
WHEREAS, Xxxxx Fargo Bank, N.A. has filed a lawsuit in the Second Judicial
District of New Mexico on September 15, 2006 against CBM Group, Inc. seeking to
foreclose on IP owned by CBM Group, Inc., notwithstanding this court does not
have jurisdiction; and
WHEREAS, Xxxxx Fargo Bank, N.A. and Xxxxx Xxxxxxx jointly filed in the Second
Judicial District, State of New Mexico, on September 15, 2006 a joint Motion for
a Temporary Restraining Order ("TRO") and Injunction prohibiting the Stock
Exchange Agreement between Galtech and CBM Group from continuing to a closing,
notwithstanding this court does not have jurisdiction;
WHEREAS, Directors of Galtech and CBM Group believe Xxxxxxx has no standing to
assert any such claims against CBM Group nor obtain a TRO and Injunctive relief
stopping the Stock Exchange Agreement; and
WHEREAS, Directors of Galtech and CBM Group believe Xxxxx Fargo Bank, N.A. has
asserted a false claim of lien interest in IP assets owned by CBM Group, Inc.;
and
WHEREAS, Xxxxx Fargo Bank has made an offer to CBM lawyers to withdraw its
co-filing of its co-filing request with Xxxxx Xxxxxxx for a TRO and Injunction
requesting the court stop the Stock Exchange Agreement, if Directors of Galtech
and CBM agree the Exchange Agreement is modified to eliminate the capitalization
of CBM IPA, Inc. with the IP assets owned by CBM Group, Inc.; and
WHEREAS, Directors of Galtech and CBM Group believe this is a foolish request by
Xxxxx Fargo Bank, N.A. but a "face saving" offer extract themselves from being a
party to the jointly filed September 15, 2006 Motion for a TRO and Injunction
that will not likely be granted; and
WHEREAS, Directors of Galtech and CBM Group want to move forward on the Closing
of the Agreement and this accommodation to Xxxxx Fargo Bank, N.A. "folly" would
lessen the load of the CBM lawyers in the scheduled TRO hearing; and
WHEREAS, this accommodation to Xxxxx Fargo Bank's "folly" if granted by CBM and
Galtech would only be temporary and could otherwise not prohibit CBM and Galtech
from proceeding as planned, notwithstanding that a prior ten (10) days notice to
Xxxxx Fargo would be given before plans are resumed and if not changed; and
THEREFORE IT IS RESOLVED, that Directors of Galtech and CBM Group agree
to keep the Hydroscope(R) IP now owned by CBM Group in CBM Group through the
closing of the Agreement OR until such time Galtech and CBM Group may continue
with their planned transfer of IP from CBM to CBM IPA, Inc. as filed in
Galtech's 8K; and
RESOLVED, that Directors of Galtech and CBM Group agree to provide
Xxxxx Fargo the accommodation of a ten (10) day notice before CBM Group
transfers any IP owned by CBM Group to CBM IPA, Inc., but only if there has not
first been a lawsuit filed against Xxxxx Fargo Bank to dismiss their alleged
lien interest in IP that was fraudulently obtained and or unless Xxxxx Fargo's
request becomes moot by Xxxxx Fargo's own dismissal on their asserted lien
interest in IP now owned by CBM Group, Inc.
PARTIES: Dated: September 21, 2006
CBM Group, Inc.
a Nevada Corporation
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
GALTECH SEMICONDUCTOR
MATERIALS CORPORATION
a Utah Corporation
By /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, President
