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Exhibit 10.1
AMENDMENT NO. 1 TO
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to
the REORGANIZATION AND STOCK
PURCHASE AGREEMENT dated as of May 5, 2008 (the "Agreement") is
made effective
March 30, 2009 by and between HST Global, Inc. (p.k.a. NT Holding
Corp.), a
Nevada corporation ("NTH"), and Health Source Technologies, Inc., a
Nevada
corporation ("HST", and together with NTH, the "Parties").
WHEREAS, the Parties had agreed to an
acquisition agreement whereby the
post-acquisition equity structure would reflect a 95% ownership of
NTH by the
shareholders of HST, but the final post-acquisition equity
structure did not
fulfil this intention of the parties because the shares issued
pursuant to the
Agreement failed to account for certain issuances made to the
existing
management;
AND WHEREAS, the Parties desire to correct
the Agreement by authorizing the
issuance of an additional 99,744,800 pre-split shares, which shares
will be
considered part of the consideration for the Agreement and shall be
completed as
a tax-free exchange of stock;
NOW, THEREFORE, in consideration for the
mutual promises contained herein,
the Parties hereby agree to the following terms and conditions of
this
Reorganization and Stock Purchase Agreement.
1. Amendment.
---------
(a) New Section
1(f) is added to the Agreement
to read as follows:
(f)
NTH hereby agrees to issue and deliver an additional
99,744,800
pre-split shares to the HST shareholders
once sufficient authorized capital
is available. These shares will be treated
as an obligation to issue shares
as of the date
of the Agreement.
(b) This Amendment
No. 1 supersedes the Agreement with respect to
any
conflict of any provi
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