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EXHIBIT
10(h)
AMENDMENT
TO
SHARE
EXCHANGE AND ACQUISITION AGREEMENT
BY
AND AMONG
PURCHASE
POINT MEDIA CORP.
AND
POWER
SPORTS FACTORY, Inc.
THIS
AMENDMENT, dated as of August 31, 2007 (“this
Amendment”), amends the Share Exchange and Acquisition
Agreement, made and entered into as of April 24, 2007 (the
“Agreement”), by and among Purchase Point Media
Corp., a Minnesota corporation ("PPMC"), and Power Sports
Factory, Inc., a Delaware corporation ("PSF"), and Stanislav
Rubakh, the sole shareholder of PSF (the "PSF
SHAREHOLDER"). Unless otherwise provided in this
Amendment, defined terms used herein shall have the same
meaning as provided in the Agreement.
RECITALS
A. The
Agreement provides that PPMC shall acquire from the PSF
SHAREHOLDER all of the PSF Shares owned by such shareholder on
the Closing Date in exchange for the issuance and delivery by
PPMC of one share of Common Stock, no par value, of PPMC
("Common Stock"), for each common share of PSF (the "Exchange
Ratio"), on the terms and conditions set forth in the
Agreement (the "Exchange"); and
B. It
is intended that, for federal income tax purposes, the
Exchange shall qualify as an exchange described in Section 351
of the of the Internal Revenue Code of 1986, as amended (the
"Code") and a reorganization described in Section 368 of the
Code.
C. The
Agreement provides that prior to Closing (1) a 1:20 reverse
split of the outstanding Common Stock of PPMC shall take
place, pursuant to which PPMC will have no more than 7,620,000
shares of Common Stock outstanding (the “Reverse
Split”), and (2) that the current business of PPMC shall
be spun off to stockholders of record on May 2, 2007, in a
dividend (the “PPMC Dividend”).
D. On
May 4 and May 14, 2007, PPMC filed Preliminary and Definitive
Information Statements (collectively, the “Information
Statement”) with the Securities and Exchange Commission
(“SEC”), with regards to the Reverse Split, the
PPMC Dividend and the change of PPMC’s name to Power
Sports Factory, Inc., and has received a letter of comments on
the Information Statement, dated May 31, 2007, from the
SEC.
E. On
May 22, 2007, an investor advanced $200,000 to PPMC for the
benefit of PSF, pursuant to a Six Percent (6%) note due August
15, 2007 (the “Loan”), the funds for which were
advanced to PSF by PPMC.
F. Whereas,
on May 14, 2007, PPMC issued 60,000,000 shares of Common Stock
to the PSF SHAREHOLDER (the “Control Shares”), and
prior to Closing, the PSF SHAREHOLDER transferred certain of
the shares of PSF owned by him to certain other persons
(collectively the PSF SHAREHOLDER and such other PSF
shareholders are collectively referred to herein as the
“PSF SHAREHOLDERS”).
G. The
parties hereto desire to amend the Agreement to take into
account the issuance of Control Shares, the transfer of shares
of PSF by the PSF SHAREHOLDER, and to provide for an earlier
Closing under the Agreement, at which shares of a series of
preferred stock of PPMC would be issued to the PSF
SHAREHOLDERS and to provide for the preferences, relative and
conversion rights for the terms of such shares, and providing
for actions to take place subsequent to the amended Closing
Date.
NOW,
THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements
contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
1. Article
I of the Agreement is hereby amended to read in its entirety
as follows:
“ARTICLE
I EXCHANGE
OF SECURITIES
Section
1.1 The Exchange.
On
the terms and subject to the conditions of this Agreement, on
the Closing Date, (a) PPMC shall issue and deliver to the PSF
SHAREHOLDERS an aggregate of 1,650,000 shares of
Series B preferred stock, no par value, of PPMC (the
“Preferred Stock”), as set forth on the signature
page hereof, each such share of Preferred Stock to be
convertible into ten (10) shares of Common Stock on and after
the effective date of the Reverse Split and to have the
relative rights and preferences as set forth in Exhibit I to
this Amndment; and (b) the PSF SHAREHOLDERS shall sell,
transfer and deliver to PPMC a certificate or certificates
representing an aggregate of 1,500 shares of common stock, par
value $.001 per share, of PSF, said PSF shares constituting
all of the issued and outstanding shares of stock of PSF,
together with a duly executed share assignment or assignments
endorsed in favour of PPMC.
Section
1.2 Exchange Ratio.
(a)
Prior to the Closing, PPMC will have no more than 100,000,000
shares of Common Stock outstanding, of which 60,000,000 shares
are owned by the PSF SHAREHOLDER. In connection with the
Closing, it is intended that, the PSF SHAREHOLDERS would,
through the issuance of the Preferred Stock, receive an
aggregate of 16,500,000 additional shares of PPMC Common Stock
upon conversion of the Preferred Stock following effectiveness
of the Reverse Split.”
2. Article
II, Section 2.1, of the Agreement is hereby amended to read in
its entirety as follows:
“ARTICLE
II THE
CLOSING
Section
2.1 Closing Date.
The
closing of the Exchange and the other transactions
contemplated by this Agreement (the "Closing") shall take
place at the offices of PSF, which address is 6950 Central
Highway, Pennsauken, NJ 08109, at 11:00 AM on September 5,
2007, or at such other location, date and time as PPMC and PSF
may agree. The time and date upon which the Closing actually
occurs being referred to herein as the "Closing
Date").”
Article II, Section 2.2,
paragraph (a)(vii), of the Agreement is amended to read in
its entirety as follows:
“(vii)
Resignation and release letters in the form attached as
Exhibit B hereto from each of the current officers and
directors of PPMC, together with (i) signed minutes or a
unanimous written consent of the Board of Directors of PPMC
electing and Steven Kempenich as Chief Executive Officer and
Acting Secretary, and Stanislav Rubakh as President and Acting
Chief Financial Officer, of PPMC, effective the Closing Date,
and (ii) an instruction letter to PPMC’s Steve Rubakh as
President transfer agent, to be delivered to such transfer
agent on the Closing Date, instructing such transfer agent
that the authorized signatories for PPMC as regards
instructions to and review of PPMC legal matters for such
transfer agent are the newly elected President and Secretary
of PPMC listed above and counsel for PSF;”
3.
Article VI, section 6.10, of the Agreement is hereby amended
to read in its entirety as follows:
“ARTICLE
VI CERTAIN COVENANTS
. . .
Section
6.10 Disposition of Assets and Liabilities.
Following
the Closing, PPMC shall take all action required in order to
dispose of all of PPMC's Assets (other than cash, cash
equivalents and marketable securities) pursuant to the PPMC
Dividend, and otherwise as appropriate, and satisfy all of its
Liabilities in accordance with any and all applicable laws and
regulations. PPMC shall indemnify and hold PSF and the PSF
SHAREHOLDERS, or any of them, harmless from and/or against any
and all demands, claims, actions or causes of action,
judgments, assessments, losses, liabilities (including tax
liabilities), damages or penalties and reasonable attorneys'
fees and related disbursements suffered by PSF, the PSF
SHAREHOLDERS, or any of them, and/or PPMC resulting from or
arising out of or in connection with any such Assets and/or
Liabilities of PPMC. Following the Closing, PPMC
shall use all reasonable efforts (1) to obtain SEC clearance
for and to transmit to its stockholders a Definitive
Information Statement with regard to required stockholder
action for the Reverse Split and (2) to file a Form 10 with
the SEC with regard to the PPMC Dividend, respond promptly to
the SEC’s comments on such Form
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