AMENDMENT NO. 1 TO BINDING LETTER OF INTENT
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO BINDING LETTER OF INTENT (“Amendment No. 1”) is made and
entered into effective the 12th
day of
August, 2008, by and between Seaena, Inc.,
a
Nevada corporation (“SEAI”) and Concord Industries, Inc., a Connecticut
corporation (“Concord”).
RECITALS
A. SEAI
and
Concord entered into a binding letter of intent on January 15, 2008 (the
“Agreement”) providing
for the acquisition of Concord by SEAI;
B. Paragraph
5
of the
Agreement provides that the Agreement and the transaction contemplated by the
Agreement was to close on or before March 31, 2008
(the
“Original Closing Date”);
C.
Paragraph
6
of the
Agreement provides that certain closing conditions, including the receipt by
SEAI of at least $3 million in working capital (the “Working Capital
Financing”), be completed or waived by the Original Closing Date;
D. On
or
about May 19, 2008, SEAI and Concord verbally agreed to extend the Original
Closing Date under the Agreement to July 15, 2008;
E. SEAI
and
Concord desire to amend the Agreement to amend Paragraph 5 and 6 to extend
the
Original Closing Date to be a date that is ninety (90) days following receipt
by
SEAI of the Working Capital Financing;
F. SEAI
and
Concord desire to amend the Agreement pursuant to this Amendment No.
1.
NOW,
THEREFORE, for and in consideration of the foregoing, and of the mutual
covenants, agreements, undertakings, representations and warranties contained
herein, the parties hereto agree as follows:
1. Paragraph
5 of the Agreement is hereby amended to read as follows:
5. Closing.
The
closing of the transaction contemplated by this offer will be held at the
offices of SEAI on or before the ninetieth (90th)
day
following the completion of the working capital financing by SEAI as set forth
in Paragraph 6(e) below (the “Closing
Date”)
or any
other place, time or date mutually agreeable to SEAI and Concord.
2.
The
last
sentence of Paragraph 6 of the Agreement is hereby amended to read as
follows:
“These
conditions shall either be satisfied or waived by the party benefitting from
such condition no later than the Closing Date.”
3. Other
than as specifically provided in this Amendment No. 1, all other provisions
of
the Agreement shall remain in full force and effect, the Agreement as amended
by
this Amendment No. 1 constituting the sole and entire agreement between the
parties as to the matters contained herein, and superseding any and all
conversations, letters and other communications which may have been disseminated
by the parties relating to the subject matter hereof, all of which are void
and
of no effect.
IN
WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date
first above written.
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Seaena,
Inc.,
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a
Nevada corporation
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By:
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/s/ Xxxx Xxx |
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Xxxx
Xxx, President
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Concord:
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Concord
Industries, Inc.,
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a
Connecticut corporation
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By:
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/s/ Xxxxx Xxxxxxx |
