AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this "AMENDMENT") is
entered into and effective as of January 6, 2005 by and between Liberty
Diversified Holdings, Inc., a Nevada corporation (the "BUYER"), MCR
Packaging and Printing Corp., a California corporation (the "COMPANY"), and
Xxxxx Xxxxxxx, an individual owning 100% of the outstanding capital stock
of the Company (the "STOCKHOLDER").
RECITALS
A. The Buyer, the Company and the Stockholder entered into that
certain Stock Purchase Agreement dated December 31, 2005 (the
"AGREEMENT"); and
B. The parties intend to amend the Agreement in order to clarify
certain provisions with regards to their original intent.
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and representations contained in this Amendment, the parties hereto agree
as follows:
1. Definitions.
------------
Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the Agreement.
2. Amendment to Section 1.2(b)(i) LIQUIDATION PREFERENCE.
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Section 1.2(b)(i) of the Agreement is hereby amended to read in
its entirety as follows:
"Liquidation Preference.
------------------------
The Class D Preferred Stock shall be senior to Buyer's Series A
Preferred Stock and Series C Preferred Stock in the event of a liquidation
of Buyer, subject to requisite shareholder approval."
3. AMENDMENT TO SECTION 1.2(B)(IV) TERMS OF CONVERSION.
----------------------------------------------------
Section 1.2(b)(iv) of the Agreement is hereby amended to read in
its entirety as follows:
"Terms of Conversion.
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The conversion rate of Class D Preferred shall be variable,
contingent upon the market value of the Buyer's common stock at the time of
conversion. Each 100,000 share block shall be valued at $1,000,000. The
number of shares of common stock into which each 100,000 share block may be
converted shall equal 1,000,000 divided by the market price of the Buyer's
common stock at the time of conversion. The market price of the common
stock shall be the ten day weighted average trading price of the Buyer's
common stock, with a ceiling of $1.00 and a floor of $0.05 for the purposes
of conversion."
4. ADDITION OF SECTION 4.25 SERIES B PREFERRED STOCK.
--------------------------------------------------
Section 4.25 shall be incorporated into the Agreement, reading in
its entirety as follows:
"Series B Preferred Stock.
--------------------------
The Buyer currently has 19,800,000 shares of Series B Preferred
Stock issued and outstanding and shall not issue additional shares of Series
B Preferred Stock effective the date of this Agreement."
5. Effect of Amendment; Counterparts.
----------------------------------
Except as expressly amended by this Amendment and/or by the
preceding sections, the terms and provisions of the Agreement shall
continue in full force and effect. This Amendment may be executed in any
number of counterparts, all of which together shall constitute one
instrument. Facsimile signatures on this Amendment shall be valid,
enforceable, and binding for all purposes.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the day and year first above written.
BUYER:
LIBERTY DIVERSIFIED HOLDINGS, INC.
________________________________________
BY: Xxx Xxxxxxxx
ITS: CEO, President
STOCKHOLDER:
________________________________________
BY: Xxxxx Xxxxxxx
COMPANY:
MCR PRINTING AND PACKAGING, CORP.
________________________________________
BY: Xxxxx Xxxxxxx
ITS: CEO, President
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