AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT
TO STOCK PURCHASE AGREEMENT
AMENDMENT,
dated
as of October 17, 2007 (“Amendment”)
to
that certain Stock Purchase Agreement dated as of July 29, 2007 (the
“Agreement”)
by and
among Titan Global Holdings, Inc., a Utah corporation (“Purchaser”);
USA
Detergents, Inc., a Delaware corporation (the “Company”);
USAD
Metro Holdings, LLC, a New Jersey limited liability company (“Seller”);
and,
Uri Evan (“Evan”).
WHEREAS,
the
parties to this Amendment are the parties to the Agreement, which they have
determined to amend as set forth below.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements contained
herein, the parties agree as follows:
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1.
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Defined
Terms.
All capitalized terms used in this Agreement and not otherwise defined
shall have the meanings given to them in the
Agreement.
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2.
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Indemnification.
In the event that the Purchaser exercises the Option, the Purchaser
shall
indemnify and hold Evan harmless from and against any claims or liability
with respect to (a) the Note payable to E.P.B. in the original principal
amount of Seven Hundred Fifty Thousand ($750,000.00) Dollars, including
interest and any other obligations thereunder (the “E.P.B. Note”), and (b)
any guarantees that may have been made at any time by Evan to vendors
and
other creditors of the Company with respect to amounts owed by the
Company
to such vendors and creditors, including without limitation those
set
forth on Exhibit A to this Agreement. The provisions of Section 9.3
of the
Agreement with respect to indemnification procedures shall apply
to this
indemnification except that all references to the Basket and the
Deductible shall not apply to the indemnification established by
this
Amendment.
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3.
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Stock
Pledge.
Upon the exercise of the Option, the Purchaser will indemnify and
hold
Xxxxxx Xxxxxxx and/or his affiliates or family members harmless from
and
against any claims or liability with respect to the pledge of shares
of
capital stock of Magma Industries, ILUM, Ltd. made by them to E.P.B.
to
secure the payment of the E.P.B. Note to be released by E.P.B.
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4.
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Forgiveness
of Subordinated Debt.
Upon the exercise of the Option, the indebtedness referred to on
Schedule
6.8(d) of the Agreement to Xxxxxxx Family, LP ($775,000), Xxxxx Xxxxxxx
Corp. ($425,000), ESI Projects ($350,000) and Uri Evan ($15,000)
shall be
deemed cancelled and forgiven. Simultaneously with the execution
and
delivery of this Amendment, each of such parties is delivering to
the
Escrow Agent (as defined in the Escrow Agreement dated as of July
29, 2007
by and among the parties hereto and such Escrow Agent) a signed release
to
be held pursuant to the terms of the Escrow Agreement, to be released
to
the Company, upon the exercise of the
Option.
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5.
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Xxxxx
Xxxxxx Subordinated Debt.
Upon the exercise of the Option, the Company will replace an outstanding
subordinated note due from the company to pay to Xxxxx Xxxxxx the
sum of
$250,000. The Company will issue a new note in such amount, with
interest
at the rate of seven percent (7%) per year from the date of this
Amendment, payable not later than one hundred eighty (180) days from
the
date of this Amendment.
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6.
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Antidilution
Provision.
The Purchaser agrees that, following the exercise of the Option,
the
interests of the Seller and of Church & Xxxxxx Company as shareholders
of the Company will not be diluted below their current interests
of 16%
and 4%, respectively, of the total outstanding capital stock of the
Company except pursuant to a good faith decision of the Board of
Directors
consistent with the Board’s fiduciary obligations to the stockholders of
the Company.
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2
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7.
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Option
Period.
The phrase “of sixty (60) days thereafter” in Section 1.1 of the Agreement
is hereby revised to state “ending on October 15,
2007.”
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8.
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Effect
of the Amendment.
Except as modified by this Amendment, the Agreement remains in full
force
and effect.
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IN
WITNESS WHEREOF,
this
Amendment has been executed as of the date first written above.
By:
______________________________________
Xxxxx
Chance, Chief Executive Officer
USA
DETERGENTS, INC.
By:
______________________________________
Uri
Evan,
Chief Executive Officer
USAD
METRO HOLDINGS, LLC.
By:
______________________________________
Uri
Evan,
Managing Member
__________________________________________
Uri
Evan
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