FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit 10.01
FIRST AMENDMENT TO
The FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is executed as of this 21st day of September, 2006, by Xxxxx X. XxXxx and Xxxxx X. XxXxx (Seller) and AIMS WORLDWIDE, INC., a Nevada corporation (“Purchaser).
WITNESSETH
WHEREAS, Seller and Purchaser executed that certain Stock Purchase Agreement dated July 10, 2006 (“SPA”) pursuant to which Purchaser agreed to purchase, and Seller agreed to sell, 1,000 shares of Target America, Inc., such shares being all the issued and outstanding stock of Target America, Inc.; and
WHEREAS, Seller and Buyer now desire to amend certain provisions of the SPA to extend the closing date as more particularly hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Section 11, Closing.
Section 11 is hereby deleted in its entirety and the following substituted in its place:
The closing deliveries shall take place at the office of AIMS Worldwide, Inc. on or before October 31st, 2006, or such earlier or later date as the parties mutually agree. The date, time, place, and actions fixed in accordance with the provisions of this Section are herein called the “Closing Date.” Notwithstanding the actual date of closing, the effective date and time of closing shall be 12:01 a.m. on July 31st, 2006.
All dates and time periods in the SPA determined in reference to Closing shall be amended to reflect the revised Closing Date set forth herein. In addition, the date referenced in Section 12(d) of the SPA shall be deleted and replaced with “October 31, 2006”.
2.
Extension Fee; Advance.
a.
Extension Fee. As consideration for the extension of the Closing Date, Purchaser shall pay, contemporaneously with the execution hereof by both parties, $50,000.00 to Seller as an extension fee (the “Extension Fee”). No part of the Extension Fee shall be refundable in any event other than default by Seller hereunder. Purchaser expressly acknowledges and agrees that it is not aware of any default by Seller hereunder as of the date hereof.
b.
Advance. In addition to the Extension Fee, Purchaser shall, contemporaneously with the execution hereof by both parties, pay $100,000.00 to Seller as an advance against the $500,000.00 payment due at Closing (the “Advance”). No part of the Advance shall be refundable in any event other than default by Seller hereunder. Purchaser expressly acknowledges and agrees that it is not aware of any default by Seller hereunder as of the date hereof.
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3.
Escrowed Documents; Return.
Purchaser has delivered its promissory note and stock certificates to Seller as required by the terms of the SPA. Both parties have delivered signature pages and various other documents in anticipation of Closing. All documents, signature pages, the promissory note and stock certificate, shall be considered held in escrow pending Closing or termination of the SPA. All escrowed items shall be returned to the party delivering same in the event Closing does not occur for any reason.
4.
Conflict; Incorporation SPA.
In the event of any conflict or inconsistency between the terms of the SPA and this First Amendment, the terms of this First Amendment shall control and govern the rights and obligations of the parties hereto. In all other respects, the SPA is hereby republished and reaffirmed in its entirety.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hand and seal the day and year first above written.
Seller:
/s/ Xxxxx X. XxXxx by his true and lawful attorney-in-fact, Xxxxxxx X. Xxxxxx
Xxxxx X. XxXxx
/s/ Xxxxx X. XxXxx by his true and lawful attorney-in-fact, Xxxxxxx X. Xxxxxx
Xxxxx X. XxXxx
Purchaser:
AIMS Worldwide, Inc., a Nevada corporation
BY: /s/ Xxxxxx Xxxxxx
TITLE: President & CEO
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