AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
AMENDMENT
NO. 1
TO
AMENDMENT
dated May 9, 2006 to AGREEMENT
dated
February 23, 2006 by and among CRSI GROUP, INC., a Florida corporation
(hereinafter referred to as "CRSI") and the individual signatories to this
agreement, being all of the shareholders of SCIENTIFIC INDUSTRIAL FIRM DANK
LLC.
, CENTRAL GEOPHYSICAL EXPEDITION LLC. and A-FIDAN, LLC., each a limited
liability company organized under the laws of the Republic of Kazakhstan
(all of
said shareholders being hereinafter referred to collectively as the " EXCHANGING
SHAREHOLDERS").
WHEREAS,
CRSI
and the EXCHANGING SHAREHOLDERS are parties to a Share Exchange Agreement
dated
February 23, 2006, which contemplates the acquisition by CRSI of SCIENTIFIC
INDUSTRIAL FIRM DANK LLC., CENTRAL GEOPHYSICAL EXPEDITION LLC. and A-FIDAN,
LLC.; and
WHEREAS,
CRSI
and the EXCHANGING SHAREHOLDERS wish to modify the terms of the Share Exchange
Agreement as set forth herein.
NOW,
THEREFORE,
it is
agreed:
1. Modifications.
The
Share Exchange Agreement is hereby modified as follows:
A. Section
2(c).
Section
2(c) of the Share Exchange Agreement is hereby eliminated, and the following
is
inserted in lieu thereof:
|
c.
|
On
the Closing Date, CRSI shall issue to the EXCHANGING SHAREHOLDERS
a total
of fifty-four million (54,000,000) shares of CRSI common stock.
The shares
will be allocated among the EXCHANGING SHAREHOLDERS in proportion
to the
relative interests of the EXCHANGING SHAREHOLDERS in the BV-Corp,
as set
forth on Schedule 2(a) hereto. No fractional shares will be issued;
in
lieu thereof, the number of shares issued to each EXCHANGING SHAREHOLDER
will be rounded up to the next whole share. CRSI warrants that
the common
stock, when so issued, will be duly authorized, fully paid and
non-assessable.
|
B. Section
5(b).
Section
5(b) of the Share Exchange Agreement is hereby eliminated, and the following
is
inserted in lieu thereof:
|
b.
|
Capitalization.
CRSI's entire authorized capital stock consists of 200,000,000
shares of
common stock, no par value, and 5,000,000 shares of preferred stock,
no
par value. On the Closing Date there will be 8,000,000 shares of
CRSI
Common Stock issued and outstanding. There are no other voting
or equity
securities outstanding, and no outstanding subscriptions, warrants,
calls,
options, rights, commitments or agreements by which CRSI is bound,
calling
for the issuance of any additional shares of common stock or preferred
stock or any other voting or equity security.
|
C. Section
7(a)(C).
Section
7(a)(C) of the Share Exchange Agreement is hereby eliminated, and the following
is inserted in lieu thereof:
(C)
The
total outstanding capital stock of CRSI shall consist of 8,000,000 shares
of
common stock, and there shall be outstanding no rights, warrants, options
or
securities convertible into common stock of CRSI.
D. Section
8(b)(A).
Section
8(b)(A) of the Share Exchange Agreement is hereby eliminated, and the following
is inserted in lieu thereof:
A.
Certificates for fifty-four million (54,000,000) shares of CRSI common stock
in
the names and individual quantities specified on Schedule 2a
hereto.
2. Full
Force and Effect.
All
other terms and conditions of the Share Exchange Agreement shall remain in
full
force and effect.
IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date and
year
written on the first page.
By:
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, President
SCIENTIFIC
INDUSTRIAL FIRM DANK LLC. SHAREHOLDERS:
/s/
/s/
Nurlan S. Janseitov
Nurlan
S.
Janseitov
CENTRAL
GEOPHYSICAL EXPEDITION LLC. SHAREHOLDERS:
/s/
Nurlan S. Janseitov
Nurlan
S.
Janseitov
A-FIDAN
LLC. SHAREHOLDERS:
PR-Alpec
LLC
By:
/s/
Xxxx Xxxxx
Xxxx
Xxxxx, Director
2
