|
THIRD ADDENDUM TO STOCK PURCHASE AGREEMENT
This
THIRD ADDENDUM TO STOCK PURCHASE AGREEMENT
(this
“
Addendum ”)
is dated as of September 14, 2007, by and among Appalachian Oil
Company, Inc., a Tennessee corporation (the “
Company ”),
the undersigned stockholders of the Company (collectively referred
to herein as “
Sellers ”
and each individually as a
“
Seller ”),
and
Titan
Global Holdings, Inc., a Utah corporation (“
Buyer ”).
RECITALS:
WHEREAS,
the parties have entered into a Stock Purchase Agreement dated
July 17, 2007 (the
“Stock Purchase Agreement” ),
pursuant to which Buyer agreed to purchase all of the issued and
outstanding capital stock of the Company, for the total
consideration of thirty million dollars ($30,000,000.00) (the
“Purchase Price”) and on the terms and conditions set
forth in the Agreement; and
WHEREAS,
there has been a credit against the Purchase Price in the sum
of one million dollars ($1,000,000.00) as a result of certain
non-refundable earnest money deposits (the “Earnest
Money”) already paid to Sellers in connection with the
Stock Purchase Agreement; and
WHEREAS,
the Company owns certain marketable securities in the amounts
and accounts (the “Securities”) as set forth
on
Schedule A attached
hereto, and Buyer wishes to liquidate the Securities and/or
distribute some or all of the Securities to Sellers following the
Closing of the Stock Purchase Agreement, with the proceeds from
such sales and/or distributions to be paid to Sellers by Buyer as
consideration for Sellers’ Company stock; and
WHEREAS,
the parties desire to amend the Stock Purchase Agreement as
set forth below.
NOW,
THEREFORE, for and in consideration of the foregoing recitals,
and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE I
1.1
At
the Closing of the Stock Purchase Agreement, the Buyer shall
pay to the Sellers the total sum of Twenty Six Million, One
Hundred Eighty One Thousand, Nine Hundred and Five Dollars
($26,181,905.00) via wire transfer, which amount reflects a
credit for Sellers’ receipt of the Earnest Money, as
well as an additional credit against the Purchase Price in the
amount of Two Million, Nine Hundred Eighteen Thousand and
Ninety Five Dollars ($2,918,095.00), or the Agreed Value of
the Securities (as defined below) less One Hundred Thousand
Dollars ($100,000.00).
1.2
The
parties agree that the Securities have a current market value
of approximately Two Million, Nine Hundred Eighteen Thousand
and Ninety Five Dollars ($2,918,095.00) (the “Agreed
Value”).
1.3
Immediately
following the Closing of the Stock Purchase Agreement, Buyer
and the Company shall take all actions necessary for the sale
of the Securities, with the proceeds from such sale to be paid
to the Sellers by the Escrow Agent (as defined below), on
behalf of the Buyer, as consideration from the Buyer to the
Sellers for the purchase of the Company stock, as set forth
below. Provided, however, that at the request of the Sellers,
the parties agree that some or all of the Securities may be
distributed in kind to the Sellers by the Escrow Agent, in the
sole discretion of the Sellers, subject only to the agreement
of Buyer, the Company and Sellers with respect to the value of
such Securities upon distribution to the Sellers.
1.4
To
effect the sale (and/or distribution in kind, as applicable)
of the Securities contemplated by Section 1.3, at the Closing
of the Stock Purchase Agreement, the Securities shall be
placed into an escrow account with Aldebaran Financial, Inc.
as escrow agent (the “Escrow Agent”), pursuant to
an Escrow Agreement to be agreed upon by the parties (the
“Escrow Agreement”). The Securities shall be sold
by the Escrow Agent (and/or distributed in kind to Sellers)
pursuant to the joint instructions of the Buyer, Sellers and
the Company, as set forth in the Escrow Agreement, with the
sale of the Securities to be completed no later than ten (10)
business days following the Closing of the Stock Purchase
Agreement. Upon the Escrow Agent’s sale of any of the
Securities, the proceeds from such sales shall be distributed
to the Sellers via wire transfer, pursuant to Sellers’
instructions,
|
