Amendment To Agreement Between Bingham Canyon Corporation And Annihilyzer, Inc.
Exhibit 10.2
Amendment To Agreement
Between
Xxxxxxx Canyon Corporation
And
Annihilyzer, Inc.
WHEREAS Xxxxxxx Canyon Corporation (referred to herein as “Xxxxxxx” or “Buyer”) and Annihilyzer, Inc, (referred to herein as “Seller”) have heretofore entered into an agreement dated November 29, 2016 (the “Agreement”), a copy of which is annexed hereto and made a part hereof; and
WHEREAS Xxxxxxx and Seller are desirous of amending certain items of the Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein,
IT IS HEREBY AGREED:
| 1. | Paragraph (1.2) of Article 1 of the Agreement is hereby deleted in its entirety and is replaced by the following Paragraph (1.2): |
“(1.2) At Closing, Xxxxxxx shall: (a) issue and deliver to seller, a total of 2,250,000 shares of common stock of Xxxxxxx (hereinafter referred to as “Seller Shares”) constituting the purchase price (the “Purchase Price”)” and (b) effective as of the Closing, Xxxxxxx shall xxxxx to Seller or its designee, a 3-year sub-registration license or right to use Xxxxxxx’x EPA Xxxxxxxxxxxx # 00000-0. Xxxxxxx agrees to allow Seller to sell its registered product under Seller’s name and address. This is sometimes referred to as a supplemental distribution and the product is referred to as a supplemental registration or distributor product. As a result, Xxxxxxx hereby GRANTS, ASSIGNS and CONVEYS to Seller all of the necessary rights, including but not limited to act as Xxxxxxx’x agent, to use, manufacture and sell Xxxxxxx’x proprietary fluid arising from Xxxxxxx’x EPA Xxxxxxxxxxxx # 00000-0 for a 3 year period beginning upon the effective date. During the 3 year term, Seller shall pay to Xxxxxxx a total of $0.50 for each gallon that Seller sells of Xxxxxxx’x proprietary fluid arising from Xxxxxxx’x EPA Xxxxxxxxxxxx # 00000-0. No other consideration will be tendered by Seller concerning for the use of the Registration. Xxxxxxx agrees to promptly cooperate with Seller and execute all necessary documents so that Seller may utilize Xxxxxxx’x EPA Xxxxxxxxxxxx # 00000-0 as a sub-registrant contemplated herein, including but not limited to all necessary submissions to the United States Environmental Protection Agency (EPA) or other federal, state, or local governing agencies.
| 2. | There shall be added to Article 1 of the Agreement, the following new Paragraph (1.4) which shall read as follows: |
“At Closing, Xxxxxxx shall execute and deliver to Seller, a mutually acceptable assignment of their right in the EPA Xxxxxxxxxxxx # 00000-0 (the “EPA Assignment”). A copy of the acceptable EPA Assignment is attached hereto as Schedule 1.2.”
| 3. | Paragraph (2.11) at subdivision (c) of Article 2 of the Agreement is hereby amended and replaced to read as follows: |
“(c) Seller has reviewed and understands the disclosure provided and Buyers written recent disclosure forms filed with the SEC: Form 10K Annual Report filed March 29,2016, Form 10Q Report filed November 14, 2016, Form 8K Current Report filed September 2, 2016 and Form 8K-A Current Report filed October 12, 2016.”
| 4. | There shall be added to Article 3 of the Agreement, the following new Paragraph (3.8) which shall read as follows: |
“(3.8) After the Closing, Xxxxxxx shall file a registration statement with the SEC (the “Registration Statement”) in the very near future, which, subject to consent of the underwriter, such that Xxxxxxx shall register for sale to the public upon effectiveness of the Registration Statement, shares on behalf of Xxxxxxx and shares representing up to a total of 16% of the Seller Shares.”
| 5. | Subparagraph (f) of Paragraph (5.1) of Article 5 is hereby deleted in its entirety. |
| 6. | The Agreement, Article 5, Paragraph 5.1 is amended to reflect that the parties agree to extend the Closing from April 1, 2017, until April 6, 2017. |
| 7. | Except as amended hereby, the Agreement dated November 29, 2016 between the parties is ratified and approved. |
IN WITNESS WHEREOFthe Parties have set forth their signature and seals this 6th day of April, 2017.
Xxxxxxx Canyon Corporation
By /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, President
Annihilyzer, Inc.
By /s/ Xxxxx Xxxxx
Xxxxx Paris, Director
