1
EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First
Amendment") is made by and between Capco Energy, Inc., a Colorado corporation
("Purchaser") and Meteor Industries, Inc., a Colorado corporation ("Seller").
WHEREAS, Meteor Industries, Inc. and Capco Energy, Inc. executed a
Stock Purchase Agreement, dated January 30, 2001 (the "Stock Purchase
Agreement"), pursuant to which Purchaser is to acquire all of the issued and
outstanding stock of Meteor Enterprises, Inc. ("MEI"), a wholly owned
subsidiary of Seller;
WHEREAS, Purchaser now desires to pay a certain portion of the
Purchase Price (as defined in the Stock Purchase Agreement) with a note
instead of cash;
WHEREAS, the parties have discovered that Exhibit B to the Stock
Purchase Agreement is incomplete and does not include the property, currently
operated by Meteor Marketing, Inc., located at 00000 Xxxxxxx 00, Xxxxx,
Xxxxxxxx, also referred to as "Petrostop" and whereas the parties now wish to
add Petrostop to Exhibit B;
WHEREAS, Purchaser and Seller now wish to amend the provisions of the
Stock Purchase Agreement as set forth below:
NOW THEREFORE, in consideration of the mutual promises, covenants,
provisions and representations contained herein and in the Stock Purchase
Agreement, the parties hereto agree as follows:
1) Capitalized terms shall have the meanings set forth herein.
Capitalized terms not defined herein shall have the meanings set forth in the
Stock Purchase Agreement.
2) Section 1.2 of the Stock Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
1.2 EFFECTIVE DATE AND CLOSING. The effective date (the
"Effective Date") of this transaction shall be immediately
preceding the closing of the merger between activeIQ
Technologies, Inc. and the Seller (the "Merger") pursuant to
an Agreement and Plan of Merger dated January 11, 2001. The
closing of the transactions contemplated herein (the
"Closing") shall occur at a mutually agreeable time and
place, but in no event later than April 30, 2001 or such
later date as Seller and Purchaser may mutually agree.
3) Section 1.4 of the Stock Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
1.4 PAYMENT OF PURCHASE PRICE. The total Purchase Price
shall be paid as follows:
2
1.4(a) At Closing, Purchaser shall deliver to
Seller (i) a note, in the principal amount of $500,000 and
bearing interest at a rate of 10% per annum, together with a
stock pledge agreement in substantially the forms attached
to this First Amendment as Annex A, (ii) cash in the amount
of $4,697,501 by certified check or wire transfer of
immediately available funds, and (iii) 100,833 shares of
Meteor Industries, Inc., common stock owned by Purchaser.
4) Exhibit B to the Stock Purchase Agreement is hereby replaced
with the Revised Exhibit B attached hereto.
5) Except as specifically modified herein, the parties agree to
abide by and be bound by all the original terms and conditions of the Stock
Purchase Agreement including any attachments thereto.
6) This First Amendment may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
AGREED TO AND ACCEPTED this 27th day of April, 2001.
PURCHASER:
CAPCO ENERGY, INC.
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Xxxxx Xxxxxxxxx, President
SELLER:
METEOR INDUSTRIES, INC.
By: /s/ Xxxxxx X. Names
---------------------------------
Xxxxxx X. Names, President
Annex A -- Form of Note and Stock Pledge Agreement (omitted)
Annex B -- List of Facilities Currently or Formerly Owned or Operated by the
Subsidiaries (omitted)
2
