EXHIBIT 10.4
THIRD AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is executed this 8th day of November, 2000, by XXXXX
X. XXXXXX, XXX and XXXXXX XXXXX, XXXXX X. XXXXXX, XXXXXXX X. and XXXXXX
X'XXXXXX, XXXXX X. and XXXXXX XXXXX LIVING TRUST, XXXX and XXXXX XXXXXXX and
XXXX X. XXX, herein referred to, individually, as "Seller" and, collectively,
as "Sellers", and ENERGAS RESOURCES INC., a British Columbia, Canada
corporation, herein referred to as "Energas".
RECITALS
(a) By Stock Purchase Agreement dated August 26, 2000, as amended by
Amendment to Stock Purchase Agreement dated September 23, 2000, as amended by
Second Amendment to Stock Purchase Agreement dated October 30, 2000, herein
referred to, collectively, as "the Agreement", Sellers agreed to sell and
Energas agreed to buy all of the outstanding and issued shares of First Natural
Gas, Inc. ("the Company").
(b) By mutual agreement of the parties, the Agreement is hereby further
amended as follows:
AMENDMENT
1. Paragraph 2 of the Agreement is hereby amended to add one final
clause as follows: Notwithstanding any provision of this agreement to the
contrary, neither the principal nor interest due on the note may be converted
into shares of Energas as provided in full in Paragraph 2 of the Agreement until
such time as the Oklahoma Corporation
Commission has issued written approval to the Agreement. Moreover, and
notwithstanding any provision of the Agreement to the contrary, even though
the promissory note is timely paid, in full, until such time as the Oklahoma
Corporation Commission has given its written approval to the Agreement there
shall be no change in the membership of either the Board of Directors or the
officers of the Company. That is, control of the Company shall not change
from its present management and control until such time as the Oklahoma
Corporation Commission has issued its written approval to the Agreement.
2. Paragraph 3 ("Regulatory Approval") of the Agreement is further
amended to provide as follows:
"REGULATORY APPROVAL. It is understood that this Agreement
and, particularly, the issuance of the Convertible Note is
subject to obtaining written acceptance from the Canadian
Venture Exchange ('CDNX') of the transactions contemplated
herein and an exemption order from the British Columbia
Securities Commission (the 'Commission') to permit the
distribution of each Convertible Stock to Seller. If such
written acceptance and exemption order has not been obtained
prior to November 15, 2000, this agreement, without the
written consent of Energas, shall be void."
3. Paragraph 6 ("Conditions Precedent to Obligations of Energas") of
the Agreement is changed so that sub-paragraphs (e) and (f) shall read as
follows:
"(e) Energas is able to obtain acceptance from the CDNX to
this agreement.
(f) Energas is able to obtain an exemption order and approval
from the Commission to allow Energas to distribute the
Convertible Note to each Seller.
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4. Paragraph 7 ("Closing and Closing Date") of the Agreement is changed
such that the first part of Paragraph 7 reads as follows:
"CLOSING AND CLOSING DATE. If, prior to the closing date,
Energas fails to give written notice of the rejection of the
sale, as provided in Paragraph 6 above, the closing of the
sale of Seller's Stock by Seller to Energas shall occur at a
mutually agreeable day and time on or before November 15, 2000
in the offices of Xxxxx & Xxxxxxx in Oklahoma City. (All
parties agree that Mr. Xxxxx Xxxxxx, on behalf of all Sellers,
and Mr. Xxxxxx Xxxx, on behalf of Energas, may extend such
closing date if such is deemed necessary for the mutual
benefit of the parties.)"
The only other amendment to Paragraph 7 shall be that sub-paragraph (g) is
amended to read as follows:
"(g) Energas, as the owner of Seller's Stock, shall, in writing,
confirm that the present Board of Directors of the Company and the
present officers of the Company shall continue in their present
positions. That is, until the Convertible Note has either been
paid in full or converted to Energas Stock, as provided for in
Paragraph 2(a) above, the current management of the Company shall
be retained. Provided, however, Xxxxxx X. Xxxx, the President of
Energas, shall be elected to the current Board of Directors.
Provided, further, and as noted earlier in this amending
agreement, until such time as the Oklahoma Corporation Commission
has issued its written approval to the Agreement, the Convertible
Note may not be converted to Energas stock.
5. Each Seller hereby appoints Xxxxx X. Xxxxxx as his or her special
attorney-in-fact to execute any and all further amendments to the Agreement on
each Seller's behalf.
6. This Third Amendment may be executed by the parties in individual
counterpart copies and if each party executes a counterpart copy, it shall have
the same effect
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as if all parties had executed the same copy. Provided, however, until all
parties have signed a counterpart copy, this amendment shall not be effective.
7. Except for the foregoing amendments, the Agreement remains in
full force as originally written.
8. This amendment shall be binding upon and shall enure to the
benefit of the respective heirs, devisees, executors, administrators,
successors and assigns of the parties.
Dated and executed as of the day, month and year first shown above.
ENERGAS RESOURCES INC.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------------- ------------------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxx, President
Xx. 0, Xxx 00 Xxx Xxx Xxxxxx
Xxxxxxx, XX 00000 0000 X.X. Xxxxxxxxxx, Xxxxx 0000-X
Xxxxxxxx Xxxx, XX 00000
/s/ Xxx Xxxxx
----------------------------------
Xxx Xxxxx
0000 X.X. 000xx Xxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
/s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx
0000 X.X. 000xx Xxxxxx
Xxxxxxxx Xxxx, XX 00000-0000
/s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
0000 X. Xxx, Xx. 000
Xxxxxxxx Xxxx, XX 00000
(cont.)
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/s/ Xxxxxxx X. X'Xxxxxx
----------------------------------
Xxxxxxx X. X'Xxxxxx
000 X. Xxxxxxx
XxXxxxxxx, XX 00000
/s/ Xxxxxx X'Xxxxxx
----------------------------------
Xxxxxx X'Xxxxxx
000 X. Xxxxxxx
XxXxxxxxx, XX 00000
Xxxxx X. and XxXxxx Xxxxx Living Trust
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Trustee
and
By: /s/ XxXxxx Xxxxx
-------------------------------
XxXxxx Xxxxx, Trustee
Xx. 0, Xxx 000X
Xxxxxxx, XX 00000
/s/ Xxxx Xxxxxxx
----------------------------------
Xxxx Xxxxxxx
000 Xxxxxx
Xxxxxxx, XX 00000
/s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
000 Xxxxxx
Xxxxxxx, XX 00000
/s/ Xxxx X. Xxx
----------------------------------
Xxxx X. Xxx
0000 Xxxxxxxx
Xxxxxx, XX 00000
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