AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.129
AMENDMENT
TO STOCK PURCHASE AGREEMENT
THIS
AMENDMENT TO STOCK PURCHASE AGREEMENT (hereafter the “Amendment”) is made and
entered effective as of January 1, 2007 (the “Effective Date”), by and between
HARBORAGE LEASING CORPORATION, a New Hampshire corporation (“Harborage”), and
AMERICAN LEISURE HOLDINGS, INC., a Nevada corporation (“AMLH”).
WITNESSETH:
WHEREAS,
Harborage and AMLH are parties to a certain written Stock Purchase Agreement
dated December 30, 2005 (the “Purchase Agreement”) pursuant to which Harborage
sold, and AMLH purchased, certain shares of the common stock of Tierra del
Sol
Resort, Inc., a Florida corporation, formerly known as Sunstone Golf Resort,
Inc., and in exchange therefore, Harborage received, among other things, certain
shares of AMLH stock (the “AMLH Shares”);
WHEREAS,
pursuant to the Purchase Agreement, AMLH granted Harborage a put option (the
“Put Option”) pursuant to which Harborage has the right to require AMLH to
repurchase any or all of the AMLH Shares;
WHEREAS,
Harborage and AMLH desire to make an amendment to the Purchase Agreement to
allow for an extension of time for Harborage to exercise the Put Option as
more
fully set forth herein.
NOW
THEREFORE, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereby
agree
as follows:
1.
The
foregoing recitals are hereby restated as if fully set forth herein, and are
incorporated in, and made a part of, this Amendment by this
reference.
2. Section
2.1(b) of the Purchase Agreement is hereby amended to state that Harborage
shall
have the right to exercise the Put Option during the period of six (6) months
commencing twelve (12) months after the Effective Date of this Amendment and
ending June 30, 2008. Notwithstanding such extension of the period for the
exercise of the Put Option, the Put Option and the right of Harborage to
exercise the same shall nevertheless remain subject to the provisions of Section
2.1(g) of the Purchase Agreement.
3.Except
as
specifically modified herein, all other terms of the Purchase Agreement,
including all other provisions related to the Put Option, are hereby ratified
by
the parties and shall remain in full force and effect until such time as the
obligations of the parties under the Purchase Agreement are terminated in
accordance with the terms of the Purchase Agreement. Further, the parties
further agree that the provisions of this Amendment shall not affect the rights
of Harborage and the obligations of any other parties under any other document
executed in relation to the Purchase Agreement, including, but not limited
to,
that certain Warrant Agreement executed by AMLH and that certain Guarantee
executed by Xxxxxxx X. Xxxxxx.
4. Should
there be any conflict between the terms of this Amendment and the terms of
the
Purchase Agreement, the terms of this Amendment shall control. All defined
terms
contained in this Amendment that are not specifically defined herein shall
have
the meanings given such terms in the Purchase Agreement.
5. This
Amendment shall be executed in any number of counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
instrument.
6. This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective successors and permitted assigns.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment on the day
and
year first above written.
Harborage
Leasing Corporation
By:
/s/ Xxxxx Xxxxx Xxxxxxxxxxxx
Its:
Vice President
Name:
Xxxxx Xxxxx Xxxxxxxxxxxx
By:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Its:
CEO
The
undersigned individual hereby acknowledges and joins in this Amendment, and
consents to the terms hereof as of the day and year first written
above.
/s/
Xxxxxxx X.
Xxxxxx
Xxxxxxx
X. Xxxxxx
