|
Exhibit 10.12
SECOND AMENDMENT TO THE ASSET PURCHASE
AGREEMENT
THIS
SECOND AMENDMENT to the Asset Purchase Agreement by and among
River Hawk Aviation, Inc., a closely held Delaware corporation
(“Seller” or the “Company”) and Calvin
Humphrey, a resident of Texas (“Humphrey” or the
“Shareholder”) on the one hand, and River Hawk
Aviation, Inc., f/k/a Viva International, Inc., a Nevada
corporation, on the other hand (“Buyer”) dated
September 19, 2006, as amended January 10,
2007 (the “Agreement”), entered into
this 29 th day
of August, 2007, amends the Agreement as follows (the “2
nd
Amendment”):
RECITALS
A. Seller,
the Shareholder and Buyer (collectively, the
“Parties”) entered into an Asset Purchase
Agreement on September 19, 2006, as amended January 10,
2007;
B. In
furtherance of the Buyers ability to fulfill its obligations
in a manner equitable to the Parties to the Agreement, the
Parties wish to amend the Agreement in order to restate the
terms of consideration; and;
C. Unless
otherwise defined in this 2 nd
Amendment, capitalized terms have the meaning as defined in
the Agreement.
Accordingly,
the Parties hereby agree as follows:
1.
Section
2.3 of the Agreement is hereby deleted in its entirety and replaced
as follows:
2.3
CONSIDERATION
Consideration
.
On the Closing Date, Buyer shall purchase from Seller the Assets of
Seller in exchange the following consideration (the “Purchase
Price”):
|
(a)
|
Seller
shall receive three million, five hundred thousand (3,500,000)
shares of Series A Preferred Stock (“ Series A
Preferred ”);
|
|
(b)
|
Seller
shall receive two million (2,000,000) shares of eight percent (8%)
Cumulative Series B Convertible Preferred Stock of Buyer (the
“ Series B Preferred ”), which shall
have the following designations:
|
|
(i)
|
an
annual, cumulative c
|
|
