EXHIBIT 10.2
AMENDMENT
TO
REORGANIZATION AGREEMENT
DATED: AUGUST 26, 2004
Reference is hereby made to that certain Reorganization Agreement (the
"Agreement") entered into on July 27, 2004 by and among Explorations Group ,
Inc., a Delaware corporation ("Explorations"), Parking Pro, Inc., a New York
corporation ("Parking Pro") and the stockholders of Parking Pro identified in
Exhibit A hereto (collectively, the "Stockholders"). Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
WHEREAS, the parties have agreed to make certain changes in the terms
of the Agreement
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. CHANGE IN PURCHASE PRICE. Section 1.4 of the Agreement is hereby
amended to read as follows:
Subject to the terms and conditions of this Agreement, the total
purchase price for the Parking Pro Stock (the "Purchase Price")
shall be 750,000 shares of Explorations common stock, $.01 par value
and 67,500 Class B Voting Convertible Preferred, $.01 par value
(collectively, the "Consideration Shares"), provided that, 67,500 of
the Preferred B Shares and the Common Shares issued upon conversion
of the Class B Voting Convertible Preferred shall be subject to
restrictions and cancellation as set forth below (the "Restricted
Shares"). The Consideration Shares will be allocated among the
Stockholders in proportion to their holdings of Parking Pro
immediately prior to the Closing.
2. CHANGE IN RESTRICTED SHARES. Section 1.5 of the Agreement is hereby
amended to read as follows:
Upon the acquisition by Parking Pro of interests in other public
parking facilities (a "Facility") either owned or operated by
affiliates of ParkingPro or third parties (a "Facility
Acquisition"), for which it acquires leases and/or management
contracts for no additional consideration, all restrictions and
cancellation provisions on five (5) Reserved Shares shall be removed
(except for standard Rule 144 legends) for each one hundred
($100.00) dollars in annualized EBITDA acquired by Parking Pro as a
result of such Facility Acquisition, which shall be determined by
the December 31, 2003 audited
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financials for each such Facility. The Restricted Shares shall bear
a legend stating such restrictions. The restrictions shall be
removed from the Restricted Shares held by the holders of the
Restricted Shares on a pro rata basis. In the event that on April
15th, 2005 any Restricted Shares remain, all such remaining
Restricted Shares shall be deemed cancelled.
3. CHANGE IN FINANCIAL STATEMENTS. The last paragraph of Section 3.6 of
the Agreement is hereby amended to read as follows:
As of the Closing, Explorations liabilities shall not exceed
$175,480.82 of which $150,000 shall be paid by Explorations at the
Closing.
4. USE OF PRIVATE PLACEMENT PROCEEDS. The parties agree that the
proceeds received by Explorations from the Private Placement shall not be used
by Explorations or Parking Pro to pay any debt of Parking Pro which existed
prior to the Closing other than the costs of closing and $ 150,000 to
Explorations Creditors.
5. FACILITY ACQUISITIONS. The parties agree that until such time as
Parking Pro shall achieve the EBITDA Target, Parking Pro shall only acquire
Facilities which have a positive net worth as determined by the December 31,
2003 audited financials for each such Facility.
6. STOCK REGISTRATION. The parties agree that Explorations shall not
file a Form S-8 registration for a period of six (6) months from the date of
Closing, except as mutually agreed to by Xxxx Xxxxx and Xxxxxxx Xxxxx. In
addition, the parties agree that any shares issued pursuant to Explorations
existing S-8 registration shall be issued at a value of no less than $0.60 per
share.
7. TFST DEBT. Notwithstanding anything to the contrary contained in the
Agreement, the obligation of Explorations to TFST, currently listed on
Exploration's balance sheet, in the amount of $25,480.82, will not be cancelled
as of the Closing.
8. FUTURE OBLIGATIONS. The parties agree that until such time as
Parking Pro shall achieve the EBITDA Target, Explorations shall not incur any
debt, liability or other obligation in an amount in excess of $2,500.00, except
as mutually agreed to by Xxxx Xxxxx and Xxxxxxx Xxxxx.
9. NO OTHER CHANGES. Except as set forth herein, all other provisions
of the Agreement shall remain in full force and effect. To the extent of any
inconsistency between the Agreement (including any exhibit, addendum or other
attachment thereto) and this Amendment, the terms of this Amendment shall be
controlling.
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IN WITNESS WHEREOF, the parties have executed this Amendment the day
and year first above written.
Explorations Group, Inc.
By:______________________________
Title:
Parking Pro, Inc.
By:_______________________________
Title:
The Stockholders
__________________________________
__________________________________
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