FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.2
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS
FIRST AMENDMENT to the Stock
Purchase Agreement (the "First Amendment") is made effective as of the 30th day of
July, 2007
by and between (Xxxxxx X. Xxxxx, Xx. and Xxxxxx X. Xxxxx, collectively with
addresses at 000 Xxxx Xxxxxxxxx, Xxxxxx, Xxxxx 00000, Xxxxx X. Xxxx with an
address of 0000 Xxxx Xxxx Xxxxx, X. 000, Xxxxxxx, XX 00000 and Loev Corporate
Filings, Inc. with an address of 0000 Xxxxxxxx Xx., Xxxxxxxx, XX 00000, Xxxxxx
X. Xxxxx, Xx., Xxxxxx X. Xxxxx, Xxxxx X. Xxxx, Xxxx Corporate Filings, Inc.
shall be hereinafter collectively referred to as the "Sellers" or individually
as a "Seller,” and Xxxxxx Xxxx, Xxxxxxx Xxxx and Xxxxxxx Xxxx with addresses at
00 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 (hereinafter, collectively the
"Purchasers" or “Purchaser”).
WI
TNESSETH
WHEREAS,
the
original
Stock Purchase Agreement was executed on June 29, 2007 (the “Original
Agreement”).
WHEREAS,
the
parties
desire to amend the Original Agreement to provide for additional services to
be
provided by Xxxxxx X. Xxxxx after Closing.
NOW
THEREFORE, in
consideration of the foregoing representations and for other good and valuable
consideration, the receipt and legal sufficiency of which is acknowledged,
the
parties hereto, intending to be legally bound, do hereby agree to amend the
Original Agreement as follows:
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1.
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Unless
provided otherwise, all defined terms used in this First Amendment
shall
have the meanings ascribed to them in the Original
Agreement.
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2.
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Article
V is hereby amended by adding Article 5.4. Article 5.4 will
state:
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Services
to be Performed by Xxxxxx
X. Xxxxx, Xx. The Parties hereby agree that the Xxxxxx X. Xxxxx, the
current Member of the Board of Directors and officer of the Company, shall
continue, for a period of three (3) months from the date hereof and for such
further period as all parties may hereafter agree (the “Service
Period”), to do all of the following:
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(a)
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Xxxxxx
X. Xxxxx shall retain his current positions as sole officer and director
of the Company for so long as the Purchaser may request through the
end of
the Service Period; and
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(b)
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As
of the effective date of this First Amendment to Stock Purchase Agreement,
Xxxxxx X. Xxxxx shall continue to prepare and file all reports required
to
be filed by the Company pursuant to the Securities Act of 1934 (the
“Exchange Act”), for so long as the Purchaser may request
through the end of the Service Period;
and
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(c)
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Xxxxxx
X. Xxxxx shall provide such additional assistance with the business
and
affairs of the Company through the Service Period as Purchaser or
the
Company may hereafter request from time to time during the term of
this
First Amendment.
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Compensation for Services Rendered. In consideration of the several
services to be provided to the Company hereunder, the Seller shall be entitled
to receive an amount equal to Two Thousand Dollars ($2,000) per month (prorated
for any partial month in which services may be rendered hereunder).
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3.
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All
other provisions of the Original Agreement not expressly amended
by this
First Amendment shall remain in full force and effect; however, any
such
other provision of the Original Agreement shall be amended or construed
in
such manner as to give effect to this First
Amendment.
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IN
WITNESS WHEREOF, the parties have caused this First Amendment to
be executed by their duly authorized officers on the date first above
written.
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“SELLERS”
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/s/
Xxxxxx X. Xxxxx, Xx.
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Xxxxxx
X. Xxxxx, Xx.
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/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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/s/
Xxxxx X. Xxxx
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Xxxxx
X. Xxxx
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\
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Loev
Corporate Filings, Inc.
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By:
/s/ Xxxxxx X. Xxxx
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Name:
Xxxxxx X. Xxxx
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Title:
President
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“THE
COMPANY”
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/s/
Xxxxxx X. Xxxxx, Xx.
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Chief
Executive Officer
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“PURCHASERS”
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/s/
Xxxxxx Xxxx
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Xxxxxx
Xxxx
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx
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