The Common Stock Purchase Agreement (the "Agreement") made
and entered into as of the 31st day of July, 2003, between
SuperiorClean, Inc., a Nevada corporation ("Buyer" or
"Superior") and Megola Inc., an Ontario Canada
corporation ("Seller" or "Megola") is hereby amended to
replace Article 2 in its entirety as follows:
2.1 Purchase and Sale. Subject to all the terms and
conditions of this Agreement, at the Closing, the
Seller agrees to receive from the Buyer, and Buyer
agree to issue to the shareholders of the Seller (a
"Shareholder") 13,389,593 Shares of Common Stock of
the Buyer ("Buyer Shares") (the "Share Consideration") in
exchange for the transfer of all the issued and
outstanding shares of the Common Stock of the Seller
("Seller's Shares") to the Buyer.
2.2 Other Consideration.
Cash Consideration
$250,000 consideration with a payment schedule made as
follows
* $10,000 deposit paid July 8, 2003
* $40,000 paid July 14th, 2003
* $50,000 paid July 21th, 2003
* $75,000 paid July 31st, 2003
* $75,000 payment will be made by wire transfer upon an
NASD market maker submitting an application to change the
SUCN ticker symbol or 120 days from July 8, 2003, whichever
is sooner
ALL OF WHICH CASH CONSIDERATION, IS NON-REFUNDABLE
( see exception below) after payment of the $50,000 second
payment set forth above and any and all of which may be
used at any time to satisfy debts and obligations of
Superior and/or redeem shares held by shareholders of
Superior. These cash funds shall be paid by Megola on
the dates set forth above in funds immediately available
by wire transfer to an account or accounts designated by
Superior. However, following the $50,000 second
payment, Superior agrees not to negotiate a similar
transaction with any other party until August 7, 2003.
If the Parties have not executed a definitive agreement by
August 22, 2003, Superior shall be free to pursue
other acquisition opportunities without liability or
obligation to Megola. If Superior executes a letter
of intent or agreement for a similar transaction with
another party within the specified period, any monies paid
by Megola will be refunded back.
Note Consideration
Megola shall execute two promissory notes to Superior or
its assigns, each in the amount of $100,000 (the "Notes"),
bearing interest at the rate of 6% simple interest per
annum. The Notes shall be paid in full, all
principal and accrued interest, 12 months from the date of
execution of this agreement, regardless of the date of
closing of the definitive agreement. In addition to
standard language, the Notes shall have the following terms
and conditions:
[i] The Notes may assigned and may be used to satisfy
debts and obligations of Superior and/or redeem shares
held by shareholders of Superior, all without the
consent of Megola, and thereafter any payments due on
the Notes shall be paid directly to such assignee[s].
The Notes may be pledged, sold, hypotheticated, or
assigned by any assignee of Superior without consent
of Megola. All payments shall be made by wire transfer on
the due date to accounts as specified by Superior or
assignees of the Notes.
[ii] Holders of the Notes shall have the option at any
time prior to the due date so long as there is no default
to convert all unpaid principal and accrued interest into
common shares of stock of Superior ("Superior Common
Stock") at the rate of US$0.10 per share. This option
may be exercised in whole or in part at any time prior
to repayment of the Notes. If there is a default in the
Notes, then Holders of the Notes shall have the option
at any time the Notes are in default to convert all
unpaid principal and accrued interest into shares of
stock of Superior at the lower of (i) $0.10 per
share; and (ii) the average trading price of Superior
Common Stock for the twenty (20) day period immediately
prior to the date of the option exercise notice from the
Holders. This option may be exercised in whole or in
part at any time the Notes are in default. Further, to
the extent any shares are acquired under this option, the
owners of these shares if the option is exercised
collectively shall have a one time right to require that
Superior register the shares for resale within 90 days
of such request on a registration statement filed with
the Securities Exchange Commission ("SEC") and kept
effective until all such shares are resold, all at
Superior's expense.
[iii] Payment of the Notes shall be personally guaranteed
by all principals of Megola, namely Xx. Xxxx Xxxxxxx which
guarantee shall be backed by a security interest in
all of their issued and outstanding stock of Superior post-
Closing.
[iv] Megola will be obligated to pay the outstanding Notes
before their due dates if they are successful in
obtaining further funding of a minimum of $600,000 USD.
If the minimum is not met, then payment due will be pro-
rata to the amount of funding obtained however the balance
will still be due on due date. Closing. The parties
shall hold the Closing no later than 30 days after the
execution of this Agreement (the "Closing Date"), at 11:00
A.M., local time, at the offices of Buyer, or at such other
time and place as the parties may agree upon.
2.3 Closing. The parties shall hold the Closing no
later than 30 days after the execution of this Agreement
(the "Closing Date"), at 11:00 A.M., local time, at the
offices of Buyer, or at such other time and place as the
parties may agree upon.
2.4 Name Change. Prior to the Closing, Superior may
change its name to Megola, Inc. (the "Name Change").
Shareholder consent will be required under a Schedule
14C filed with the SEC and relevant provisions of
Nevada law. The Schedule 14C shall be filed with the SEC
as required.
2.5 Board of Directors. On Closing, Xxxx Xxxxxxx and
the current directors of Megola; namely Xx. Xxxx Xxxxxxx,
and Mr. Xxxx Xxxxx will be elected or appointed to
Superior Board of Directors. This will require the
designation of additional directors and filing of a
Schedule 14F with the SEC and the mailing of the
Schedule 14F to shareholders of Superior 10 days prior
to the date the new directors can take office.
2.6 Restriction on issuance of shares under S-8
Registration Statement. Subsequent to the Closing Date of
the definitive Agreement and for a period of 12
months thereafter, Superior shall not undertake and
Megola Inc. shall not cause Superior to undertake
registration of more than 10% of the issued and
outstanding shares of common stock on the Closing Date on
Form S-8.
2.7 Transferred Assets. All Franchise Assets of
SuperiorClean set forth on Schedule C have been transferred
to Xxxxx Xxxxxxx, former officer, director and principal
shareholder of Superior and no Schedule 14C filing with
respect to same has been made with the SEC. Further, no 14F
filing was made in connection with the related change of
control
2.9 Plan of Action. Plan of action regarding roles and
responsibilities, including payment of costs and expenses,
after execution of this Agreement is set forth on Schedule
2.10 Pre-Closing Actions. The parties acknowledge that this
Agreement is being executed prior to the negotiation and
discussion of all matters relating to such exchangeable
share transaction and prior to the negotiation and
discussion of the schedules to this Agreement and documents
to be delivered thereto. As well, all of the
representations and warranties may not be complete or true
as of the date of signing of the Agreement. The parties
agree to work together in good faith in finalizing the
documentation and resolving such issues prior to Closing,
which may involve an amendment to this Agreement to reflect
such issues. All schedules and material documentation must
be presented to the other party for review as soon as
possible following execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Agreement on September ___, 2003.
SUPERIORCLEAN, INC.
By:
-------------------------
Name: Xxxx Xxxxxxx
Title: President
MEGOLA, INC.
By:
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Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
