Exhibit 10.3
AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this "AMENDMENT") is
entered into and effective as of April 3, 2006 by and between Liberty
Diversified Holdings, Inc., a Nevada corporation (the "BUYER"), MCR
Packaging and Printing Corp., a California corporation (the "COMPANY"), and
Xxxxx Xxxxxxx, an individual owning 100% of the outstanding capital stock
of the Company (the "STOCKHOLDER").
RECITALS
A. The Buyer, the Company and the Stockholder entered into that
certain Stock Purchase Agreement dated December 31, 2005 (the
"AGREEMENT") and Amendment No. 1 to the Agreement dated January
6, 2006;
B. The parties intend to amend the Agreement in order to effect
mutually agreed upon changes to certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and representations contained in this Amendment, the parties hereto agree
as follows:
1. Definitions. Capitalized terms used but not otherwise defined
in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
2. Amendment to Section 4.25 Series B Preferred Stock. Section 4.25
shall be amended, reading in its entirety as follows:
"Series B Preferred Stock. The Buyer currently has 14,278,834 shares
of Series B Preferred Stock issued and outstanding and shall not issue
additional shares of Series B Preferred Stock effective the date of this
Agreement."
3. Amendment to Section 5.2(a) Deliveries of Buyer. Section 5.2(a)
shall be amended, reading in its entirety as follows:
"the Class D Preferred Shares in accordance with section 1.2 hereof no
later than APRIL, 30, 2006; and"
4. Addition of Section 10 APPOINTMENT TO THE BOARD OF DIRECTORS OF
BUYER. Section 10 shall be added, reading in its entirety as follows:
"Appointment to the Board of Directors of Buyer. Xxxxx Xxxxxxx hereby
agrees to accept an appointment to the Board of Directors of the Buyer and
hereafter serve as Co-Chairman of the Board of Directors, subject to
requisite shareholder approval."
5. Effect of Amendment; Counterparts. Except as expressly amended
by this Amendment and/or by the preceding sections, the terms and
provisions of the Agreement shall continue in full force and effect. This
Amendment may be executed in any number of counterparts, all of which
together shall constitute one instrument. Facsimile signatures on this
Amendment shall be valid, enforceable, and binding for all purposes.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the day and year first above written.
BUYER:
LIBERTY DIVERSIFIED HOLDINGS, INC.
/S/ Xxx Xxxxxxxx
------------------------------------------
BY: Xxx Xxxxxxxx
ITS: CEO, President
STOCKHOLDER:
/S/ Xxxxx Xxxxxxx
------------------------------------------
BY: Xxxxx Xxxxxxx
COMPANY:
MCR PRINTING AND PACKAGING, CORP.
/S/ Xxxxx Xxxxxxx
------------------------------------------
BY: Xxxxx Xxxxxxx
ITS: CEO, President
