EXHIBIT 99.4
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
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The undersigned acknowledge that that certain Stock Purchase Agreement
("Agreement"), by and between Xxxxx Xxxxxxxx and Novanet Media, Inc., is hereby
amended, at Paragraph 2, to amend the definition of the "Closing Date", as
follows:
The Closing Date shall occur upon delivery to Xxxx X. Bryn,
acting as Escrow Agent, of five (5) checks, each in the amount
of Twenty-five thousand dollars ($25,000), from Novanet Media,
payable to Xxxxx Xxxxxxxx, one of which checks shall be dated
December 22, 2003, or earlier, and with the remaining checks
each dated one week thereafter, and upon delivery to Escrow
Agent of no less than seventy-five percent (75%) shares of
Cyberads common stock to be purchased by Purchaser under the
Agreement (which shares shall include the One million
(1,000,000) New Shares), together with all other documents
required to be delivered to or by the parties at the closing,
as provided in the Agreement, as amended. Escrow Agent shall
be authorized to release to Xxxxxxxx the check made out to
Xxxxxxxx and dated December 22, 2003, immediately upon
receipt. The balance of the checks may only be delivered by
Escrow Agent to Xxxxxxxx upon Escrow Agent's delivery to
Novanet Media of the shares referred to in this paragraph.
The Agreement is further amended, at Paragraph 3, to provide for a new
Paragraph 3(d), as follows:
The parties acknowledge that, as of the date hereof, Xxxxxxxx
has been paid non-refundable amounts of Two hundred fifty
thousand dollars ($250,000), which amounts are to be applied
to the purchase price. After delivery to Xxxxxxxx of the
payments referred to in the above paragraph, Xxxxxxxx shall
have received an aggregate payment of Three hundred
seventy-five thousand dollars ($375,000). The balance of the
purchase price shall be paid by Novanet Media to Xxxxxxxx
fifty percent (50%) thirty (30) days after the Closing Date,
and the remaining fifty percent (50%) balance shall be paid
sixty (60) days after the Closing Date. At Closing, the
Purchaser shall deliver an executed Promissory Note, in favor
of Xxxxxxxx, with respect to such indebtedness, which
Promissory Note shall provide for the payment of the foregoing
One hundred twenty-five thousand dollars ($125,000), as
provided herein, without interest; provided, however, that
should the Promissory Note be in default, it shall accrue
interest at the rate of fifteen percent (15%) per annum.
Xxxxxxxx shall release fifty percent (50%) of the remaining
shares to be purchased by Purchaser contemporaneously with
Purchaser's payment to Xxxxxxxx of fifty percent (50%) of the
amount of such Promissory Note, and the remaining shares upon
the timely payment of the balance due under the Promissory
Note.
Other than as specifically provided for herein, the terms of that
certain Stock Purchase Agreement, dated September 9, 2003, the First Amendment
to Stock Purchase Agreement, dated on or about September 25, 2003, and the
Second Amendment to Stock Purchase Agreement,
dated on or about October 10, 2003, shall set forth the terms of the agreement
between the parties. In the event of a conflict with respect to this Third
Amendment to Purchase Agreement (the "Third Amendment"), the Stock Purchase
Agreement, the First Amendment to Stock Purchase Agreement and the Second
Amendment to Stock Purchase Agreement, the terms of the Third Amendment shall
survive.
Dated this 24th day of December, 2003.
Novanet Media, Inc.
By: /s/ XXXXXXX XXXX
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Xxxxxxx Xxxx, President
/s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
Cyberads, Inc.
By: /s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx, President
