EXHIBIT 10.3
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the "First Amendment") is
entered into as of the 19th day of March, 1998 by, between and among UNIFIBER
CORPORATION, a California corporation ("Unifiber"), XXXXXXX X. XXXXXXX, an
individual resident of the State of Nevada ("Xx. Xxxxxxx"), XXXX X. XXXXXXX, an
individual resident of the State of Nevada ("Xxx. Xxxxxxx"), XXXXXX X. XXXXXXX,
Special Trustee of the Tennent Family Trust dated as of November 20, 1989
("Tennent Trust") (Xx. Xxxxxxx, Xxx. Xxxxxxx, Xxxxxxx Trust and Unifiber may be
collectively referred to herein as "Sellers"), and COYOTE SPORTS, INC., a Nevada
corporation ("Buyer"), with reference to the following facts:
a) Sellers and Buyer are all of the parties to that certain Stock
Purchase Agreement dated as of February 3, 1998 (the "Stock Purchase
Agreement"), wherein Sellers have agreed to sell and Buyer has agreed to buy,
all of the issued and outstanding shares of capital stock of Unifiber (the
"Shares").
b) At the time the Stock Purchase Agreement was executed, the Shares were
held of record, and beneficially, solely and exclusively by Tennent Trust,
subject to certain security interests and pledges noted in the Stock Purchase
Agreement.
c) For administrative convenience, the Shares have subsequently been
retransferred to Xx. Xxxxxxx and Xxx. Xxxxxxx and, as of the Closing, it is the
intention of the parties that the Shares will be held of record, and
beneficially, solely and exclusively by Xx. Xxxxxxx and Xxx. Xxxxxxx, subject to
certain security interests and pledges noted in the Stock Purchase Agreement.
d) Accordingly, Sellers and Buyer desire to amend the Stock Purchase
Agreement to reflect the foregoing and confirm ownership of the Shares.
e) Further, the original date by which the Closing was to occur has
passed and the parties desire to amend the date for Closing.
f) The purpose of this First Amendment is to memorialize in writing such
amendments.
NOW, THEREFORE, the parties hereto agree as follows:
1. Ownership of the Shares; Stock Purchase Agreement References. The parties
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hereto agree that, as of the Closing, the Shares will be held of record,
and beneficially, solely and exclusively by Xx. Xxxxxxx and Xxx. Xxxxxxx
and not Tennent Trust as provided in the Stock Purchase Agreement.
Accordingly, all references in the Stock Purchase Agreement shall be deemed
to refer to Xx. Xxxxxxx and Xxx. Xxxxxxx and not Tennent Trust, with the
effect that
any and all promises, covenants, undertakings and/or other agreements set
forth in the Stock Purchase Agreement shall be deemed to be given on behalf
of Xx. Xxxxxxx and Xxx. Xxxxxxx, not Xxxxxxx Trust, including, without
limitation, any and all representations and warranties set forth in the
Stock Purchase Agreement. Notwithstanding the foregoing, nothing set forth
in this First Amendment shall prohibit, prevent and/or otherwise preclude
Tennent Trust from (a) subscribing for, investing in and/or holding any
shares of Buyer's stock which are to be issued to some of the parties
comprising Sellers (including Tennent Trust) in accordance with the terms
and provisions of the Stock Purchase Agreement as a portion of the
consideration for the Shares, and (b) entering into various written
agreements and instruments in connection with the issuance of shares of
Buyer's stock, as aforesaid, including, without limitation, any
subscription agreement, shareholders' agreement and/or any other agreement
or instrument to be entered into in connection therewith.
2. Closing Date. The date for Closing referenced in Section 1 of the Stock
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Purchase Agreement shall be March 19, 1998.
3. General Provisions.
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a. All capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Stock Purchase Agreement.
b. This First Amendment may be executed in counterparts, all of which
taken together shall be deemed one original instrument.
c. In the event either party commences litigation for the judicial
interpretation, enforcement or rescission of this First Amendment or
the Stock Purchase Agreement, the prevailing party shall be entitled
to a judgment against the other for an amount equal to reasonable
attorneys' fees and court and other costs incurred.
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d. Except to the extent inconsistent with the terms and provisions of
this First Amendment (in which case the terms and provisions of this
First Amendment shall be controlling), all terms and provisions of the
Stock Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this First Amendment has been executed and is effective
as of the date first set forth above.
SELLERS:
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UNIFIBER CORPORATION,
a California corporation
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, an individual, by
Xxxxxx X. Xxxxxxx, attorney-in-fact
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, an individual, by
Xxxxxx X. Xxxxxxx, attorney-in-fact
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Special Trustee of the
Tennent Family Trust dated as of
November 20, 1989
BUYER:
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COYOTE SPORTS, INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxx
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[Signature]
Xxxxx X. Xxxxxx, President
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[Print Name and Title]