|
Exhibit 10.11
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF
MERGER
THIS
FIRST AMENDMENT to the Agreement and Plan of Merger by and
among River Hawk Aviation, Inc., a corporation formed under
the laws of the State of Nevada (“ River
Hawk ”), Profile Aviation Center, Inc., a
corporation formed under the laws of the State of North
Carolina (“ Profile Aviation ”),
PAC Acquisition Corp., a corporation formed under the laws of
the State of North Carolina and a wholly owned subsidiary of
River Hawk (the “ PAC Merger Sub
”), Profile Services, Inc., a corporation formed under
the laws of the State of Delaware (“ Profile
Services ”), and PS Acquisition
Corp., a corporation formed under the laws of the State of
Delaware and a wholly owned subsidiary of River Hawk (the
“ PS Merger Sub ”)(Profile
Aviation and Profile Services shall collectively be referred
herein as “ Profile ”) dated May
23, 2007 (the “ Agreement ”),
entered into this 24 th day
of August 2007, amends the Agreement as follows (the “
Amendment ”):
RECITALS
A. River
Hawk, Profile, PAC Merger Sub and PS Merger Sub (collectively,
the “Parties”) entered into an Agreement and Plan
of Merger on May 23, 2007;
B. In
furtherance of the Closing of the Agreement, the Parties wish
to amend the Agreement in order to restructure the terms of
consideration; and
C. Unless
otherwise defined in this Amendment, capitalized terms have
the meaning as defined in the Agreement.
Accordingly,
the Parties hereby agree as follows:
|
1.
|
Section
1.01 of the Agreement is hereby deleted in its entirety and
replaced as follows:
|
SECTION 1.01 THE SHARE
PURCHASE
Consideration . On the Closing Date, (as hereinafter
defined), River Hawk shall purchase from Profile one hundred
percent (100%) of all issued and outstanding shares of common stock
of Profile (the “ Profile Shares ”),
in exchange for the following consideration and according to the
following terms:
|
(a)
|
Profile
shall receive one million, five hundred thousand (1,500,000) shares
of River Hawk Series A Preferred Stock (“ Series A
Preferred ”) to be shall be issued following a
contemplated recapitalization of River Hawk’s issued and
outstanding capital stock, which R
|
|
