================================================================================
Amendment to Stock Purchase and Exchange Agreement
================================================================================
AMENDMENT DATED JULY 20, 1997 TO
STOCK PURCHASE AND EXCHANGE AGREEMENT DATED
JULY 10, 1996
THIS AMENDMENT dated July 20, 1997 (the "Amendment") to Stock Purchase and
Exchange Agreement dated as of July 10, 1996, (the "Agreement") by and among IMV
Lease/Capital, Inc., a Florida corporation ("IMV"), Xxxx X. Xxxxxx, the
principal stockholder and sole officer and director of IMV ("Xxxx Xxxxxx"), 301
Plaza, Inc., a Delaware corporation ("301") and Xxxx X. Xxxxxx ("Xxxx Xxxxxx")
and Xxxx X. Xxxxx ("Xxxxx").
RECITALS
A. IMV, 301 and Xxxx Xxxxxx are parties to the Agreement;
B. Xxxx X. Xxxxxx is the owner of record and beneficially of 9,790,000
shares of Common Stock of IMV;
C. Xxxx Xxxxxx and Xxxxx own in the aggregate 1,000 shares of Common
Stock, no par value, of 301 (the "301 Shares") constituting all the issued and
outstanding shares of capital stock of 301;
D. The parties desire to amend the Agreement in order to take into
account that Xxxxx is now the owner of 50% of the 301 Shares and to provide for
the elimination of the issuance of shares by IMV to the stockholders of 301, and
in lieu thereof, to provide for the issuance of shares directly from Xxxx Xxxxxx
to Xxxx Xxxxxx and Xxxxx in exchange for all of the 301 Shares as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in the Agreement and this Amendment,
the parties hereto agree as follows:
1. ISSUANCE OF SECURITIES. The parties hereto agree that Section 1.1 of
the Agreement and any companion sections are hereby deleted and in lieu thereof
the parties agree that Xxxx Xxxxxx and Xxxxx will transfer and assign their 301
Shares, which constitutes all of the capital stock of 301, to IMV in exchange
for which Xxxx Xxxxxx will transfer and assign to Xxxx Xxxxxx 4,500,000 shares
and to Xxxxx 4,500,000 shares so that 301 will become a wholly-owned subsidiary
of IMV. Xxxx Xxxxxx will retain 790,000 shares of Common Stock of IMV, and IMV
shall not be required to issued to Xxxx Xxxxxx or Xxxxx any shares of its
capital stock for purposes of consummating the acquisition of 301.
2. SELECTION OF OFFICERS AND DIRECTORS. IMV, Xxxx Xxxxxx, Xxxx Xxxxxx
and Xxxxx agree that immediately following the consummation of the acquisition
of 301, Xxxx Xxxxxx will resign as President of IMV and will be elected as Vice
President of IMV, and will continue to serve as a Director, Secretary and
Treasurer of IMV. In addition, Xxxx Xxxxxx will be elected as Chairman of the
Board, Chief Executive Officer and a Director of IMV and Xxxxx will be elected
President, Chief Operating Officer and a Director of IMV. Xxxx Xxxxxx and Xxxxx
will retain their positions with 301 as currently constituted.
3. CURRENT STATUS OF 301. 301 has begun to undertake construction of
the trucking plaza described in the Agreement and in the Company's preliminary
prospectus to be filed with the Securities and Exchange Commission, and has
received all necessary construction permits to commence construction as
described in such preliminary prospectus.
4. FINANCIAL STATEMENTS OF 301. 301 has provided audited financial
statements of 301 at June 30, 1997 and such financial statements are true and
correct and have been prepared in accordance with generally accepted accounting
principles. There have been no material changes in the operations of 301 since
the date of such financial statements except for expenses incurred in the
ordinary course of undertaking the construction of the trucking plaza.
5. REPRESENTATION BY XXXX XXXXXX. Xxxx Xxxxxx represents and warrants
that he has good title to the 9,000,000 shares of Common Stock of IMV to be
transferred to Xxxx Xxxxxx and Xxxxx, which shares are free and clear of any
liens or encumbrances.
6. TERMINATION. In the event that the reconfirmation offer to investors
of IMV is not timely completed in accordance with the requirements of Rule 419
under the Securities Act of 1933 and pursuant to the procedures of the
Securities and Exchange Commission within the period of time provided under Rule
419 as interpreted by the Securities and Exchange Commission, either party shall
have the right to terminate this Amendment and the Agreement, which shall be of
no force or effect.
7. FURTHER ASSURANCES. The parties hereto reconfirm all of the
representations, warranties and covenants contained in the Agreement except as
modified or amended hereby and agree to proceed in good faith to finalize the
transactions contemplated hereby.
2
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first above written.
IMV LEASE/CAPITAL, INC., a Florida
corporation
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------
Its: President
----------------------------------------
/s/ Xxxx X. Xxxxxx
----------------------------------
XXXX X. XXXXXX
301 PLAZA, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: XXXX X. XXXXXX
---------------------------------------
Its: President
----------------------------------------
/s/ Xxxx X. Xxxxxx
----------------------------------
XXXX X. XXXXXX
/s/ Xxxx X. Xxxxx
----------------------------------
XXXX X. XXXXX
3
