SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
2.1
SECOND
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
Second Amendment to Stock Purchase Agreement (this “Amendment”),
dated
as of February 28, 2008, is made by and among Iakona, Inc. (“Iakona”),
Xxxxx
Xxxxx (“Xxxxx”,
and
together with Iakona, “Seller”)
and
All Ad Acquisition Inc. (“Buyer”).
Each
of Seller and Buyer are sometimes referred to herein individually as a
“Party”
and
collectively as the “Parties”.
WHEREAS,
Seller and Buyer are parties to a Stock Purchase Agreement dated as of November
14, 2007, as amended by the First Amendment, dated January 11, 2008
(collectively, the “Purchase
Agreement”),
pursuant to which Seller shall sell to Buyer, and Buyer shall purchase from
Seller, all of the issued and outstanding shares in the capital of Ad Authority,
Inc.;
WHEREAS,
Section 10.3 of the Purchase Agreement allows amendment of the Purchase
Agreement only by a written instrument duly executed by or on behalf of each
Party thereto; and
WHEREAS,
the Parties wish to amend the Purchase Agreement as set forth
herein.
NOW
THEREFORE, in
consideration of the foregoing and the mutual promises, covenants and agreements
of the Parties, and for other good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
1.
Definitions.
Capitalized terms used but not defined herein shall have the meaning ascribed
to
them in the Purchase Agreement.
2.
Termination.
Section
8.1(b) of the Purchase Agreement is hereby amended by replacing the words
“February 29, 2008” at the end of such section with the words “March 31,
2008”.
3.
Consideration.
As
consideration for the extension of time set forth in Paragraph 2 above, Buyer
shall reimburse Seller for all of Seller’s legal and accounting expenses
incurred in connection with the transactions contemplated by the Purchase
Agreement and raising the funds necessary to close such transactions. One
Hundred Thirteen Thousand Three Hundred Seventy Dollars ($113,370) of such
amount, which represents Seller’s legal and accounting expenses incurred prior
to the date hereof, shall be paid by Buyer to Seller within two (2) business
days after the date of this Agreement. The balance of such expenses shall be
paid by Buyer to Seller at the Closing.
4.
Purchase
Agreement.
The
Purchase Agreement shall remain in full force and effect, as amended
hereby.
[Signature
page follows]
IN
WITNESS WHEREOF,
and
intending to be legally bound hereby, the Parties have caused this Amendment
to
be duly executed and delivered as of the date first above written.
IAKONA, INC. | ||
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By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx |
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Title: President |
/s/ | Xxxxx Xxxxx | |
XXXXX XXXXX, as an individual |
ALL AD ACQUISITION INC. | ||
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By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx |
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Title: President |