EXHIBIT 10.5
AMENDMENT NO. 1 TO ASSET ACQUISITION AGREEMENT
This Amendment No. 1 to Asset Acquisition Agreement, dated as of November
21, 2005 ("AMENDMENT NO. 1"), by and among GLOBAL FOOD TECH, INC., (formerly,
Global Food Technologies, Inc.) a corporation organized and existing under the
laws of the State of Delaware (hereinafter referred to as "GFT"), SOLVIS GROUP,
INC., a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "SOLVIS") and GLOBAL FOOD TECHNOLOGIES, INC.,
(formerly, Boulevard Acquisition Corporation), a corporation organized and
existing under the laws of the State of Delaware, (hereinafter referred to as
"BOULEVARD").
WHEREAS, the parties hereto have entered into that certain Asset
Acquisition Agreement, dated as of August 19, 2005, (the "Asset Acquisition
Agreement") pursuant to which Boulevard has acquired substantially all of the
assets and liabilities of GFT (the "TRANSACTION");
WHEREAS, the parties hereto desire to amend the Asset Acquisition
Agreement to modify the provisions of Section 1.02(i) thereof relating to the
purchase price of the Acquired Assets (as such term is defined in the Asset
Acquisition Agreement");
WHEREAS, subsequent to the Transaction, GFT changed its name from "Global
Food Technologies, Inc." to "Global Food Tech, Inc."; and
WHEREAS, subsequent to the Transaction, Boulevard changed its name from
"Boulevard Acquisition Corporation" to "Global Food Technologies, Inc.".
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree to amend and modify Section
1.02(i) of Asset Acquisition Agreement as follows:
SECTION 1. DEFINED TERMS. Unless otherwise indicated, capitalized terms used
herein shall have the meanings ascribed to them in the Asset Acquisition
Agreement.
SECTION 2. AMENDMENT OF ASSET ACQUISITION AGREEMENT. The parties hereby agree
that Section 1.02(i) of the Asset Acquisition Agreement is deleted in its
entirety, and the following is substituted in replacement thereof:
"(i) issue and deliver to GFT sixty eight million, eight hundred
thirty-one thousand, seventy-nine (68,831,079) shares of Boulevard common stock
(the "PAYMENT SHARES"), based upon the number of shares of Boulevard stock
issued and outstanding as of the date of this Agreement;"
SECTION 3. OTHER ASSET ACQUISITION AGREEMENT PROVISIONS. Except as otherwise
expressly provided in this Amendment No. 1, the provisions of the Asset
Acquisition Agreement remain in full force and effect.
SECTION 4. OTHER ACTIONS NECESSARY. At the reasonable request of one of the
parties hereto, the other party shall execute any other documents or take any
other reasonable actions necessary to effectuate this Amendment No. 1.
SECTION 5. BINDING EFFECT. This Amendment No. 1 shall inure to the benefit of
and shall be binding upon the parties and their respective successors and
assigns.
SECTION 6. AMENDMENTS, CHANGES AND MODIFICATIONS. This Amendment No. 1 may not
be amended, changed, modified, altered or terminated without the prior written
consent of all of the parties hereto.
SECTION 7. EXECUTION OF COUNTERPARTS. This Amendment No. 1 may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Asset
Purchase Agreement as of the day and year first above written.
GLOBAL FOOD
TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Xxxxxxx X. Xxxxx
President
GLOBAL FOOD TECH, INC.
By: /s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx
President
SOLVIS GROUP, INC.
By: /s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx
President
