Amendment No. 1 to Securities Repurchase Agreement between Reclamation Consulting and Applications, Inc. and AJW Entities

Contract Categories: Business Finance › Repurchase Agreements
Summary

This amendment updates the terms of a previous agreement between Reclamation Consulting and Applications, Inc. and several AJW entities regarding the repurchase of notes and warrants. The amendment revises payment terms, including specific cash amounts and shares to be delivered by April 30, 2007. If the company fails to pay by this date, the agreement becomes void. The amendment also clarifies that, upon payment, prior obligations under earlier documents are terminated. Each party is responsible for its own expenses related to this amendment.

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EX-10.35 2 rcai_8k-ex1035.txt SECURITIES REPURCHASE AGREEMENT - AMENDMENT NO.1 EXHIBIT 10.35 AMENDMENT NO. 1 TO SECURITIES REPURCHASE AGREEMENT This Amendment No. 1 to Securities Repurchase Agreement (this "AMENDMENT") is made and entered into as of the 26th day of February, 2007 by and among Reclamation Consulting and Applications, Inc. ("COMPANY"), and AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC (collectively, the " SELLERS"). The Company and the Sellers are sometimes referred to herein individually as a "PARTY" and collectively as the "PARTIES". Capitalized terms used but not defined herein have the meanings assigned to them in the Securities Repurchase Agreement dated as of February 1, 2007 (the "AGREEMENT"). WHEREAS, on February 1, 2007, the Parties entered into the Agreement to repurchase from the Sellers, the Note and Warrants; and WHEREAS, the Parties wish to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows: I. AMENDMENTS TO THE AGREEMENT A. Sections 1.3 and 1.4 of the Agreement are hereby deleted in their entirety and replaced with the following sentence: 1.3 CONSIDERATION AND PAYMENT FOR THE NOTES AND WARRANTS. In consideration for the Notes, the Company shall (i) pay each Seller an amount equal to the outstanding balance of principal and, accrued interest as of the Note Closing on such Seller's respective Note plus a prepayment penalty equal to thirty percent (30%) of such outstanding balance which the Parties agree shall, as of April 30, 2007, be in the amounts set forth in EXHIBIT B, attached hereto (the "NOTE CASH PRICES"), and (ii) issue to the Sellers three million, two hundred fifty thousand (3,250,000) shares of the Company's restricted common stock as set forth in EXHIBIT D, attached hereto (the "COMPANY SHARES") (collectively, the Note Cash Prices and the Company Shares shall constitute the "NOTE PURCHASE PRICES"). In consideration for the Warrants, the Company shall pay to each Seller the respective amount set forth in Exhibit C attached hereto (the "WARRANT PURCHASE PRICES"). On or before April 30, 2007, the Company shall deliver (i) the Note Purchase Prices to the Sellers by payment of the Note Cash Prices and by delivering stock certificates to the Sellers evidencing their respective ownership of the Company Shares; and (ii) the Warrant Purchase Prices to Sellers. In the event the Company fails to deliver the Note Purchase Prices and the Warrant 1 Purchase Prices to the Sellers by April 30, 2007, this Agreement shall be deemed null and void, with no binding obligation on the part of either Party with respect to the sale of the Notes or the Warrants. In the event the Company delivers the Note Purchase Prices to the Sellers by April 30, 2007 but fails to deliver the Warrant Purchase Prices, the provisions of this Agreement relating to the sale of the Warrants shall be deemed null and void, with no binding obligation on the part of either Party with respect to the sale of the Warrants. 1.4 INITIAL PURCHASE DOCUMENTS. As of the Effective Date, provided that the Company makes the payments detailed in EXHIBIT E attached hereto (the "MONTHLY NOTE PAYMENTS") and does not otherwise breach any material terms of this Agreement, (i) the Sellers shall have no further rights under the Initial Purchase Documents, (ii) the Company shall have no further obligations under the Initial Purchase Documents, and (iii) Gordon Davies shall have no further obligations or responsibilities under the Guaranty and Pledge Agreement dated June 23, 2005 and any amendments thereto. In the event, the Company fails to make the Monthly Note Payments or breaches any material terms of this Agreement (including any failure to pay the Note Purchase Prices or Warrant Purchase Prices by April 30, 2007) as required hereby, the Initial Purchase Documents shall continue in full force and effect. B. EXHIBIT B and EXHIBIT E to the Agreement are hereby deleted in their entirety and replaced with EXHIBIT B and EXHIBIT E to this Amendment. II. GENERAL PROVISIONS A. Each Party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Amendment. B. Except as expressly amended by this Amendment, the Parties agree that all other provisions of the Agreement remain unchanged and that the Agreement remain in full force and effect. C. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature page follows] 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written hereinabove. THE COMPANY: RECLAMATION CONSULTING AND APPLICATIONS, INC. By: /s/ Gordon Davies ------------------------------- Gordon Davies President THE SELLERS: AJW PARTNERS, LLC By: SMS Group, LLC Manager By: /s/ Corey S. Ribotsky ---------------------------- Corey S. Ribotsky Manager AJW OFFSHORE, LTD. By: First Street Manager II, LLC Manager By: /s/ Corey S. Ribotsky ---------------------------- Corey S. Ribotsky Manager AJW QUALIFIED PARTNERS, LLC By: AJW Manager, LLC Manager By: /s/ Corey S. Ribotsky ---------------------------- Corey S. Ribotsky Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: First Street Manager II, LLC Manager By: /s/ Corey S. Ribotsky ---------------------------- Corey S. Ribotsky Manager 3 EXHIBIT B NOTE CASH PRICES AS OF APRIL 30, 2007
Outstanding Balance of Accrued Interest and Principal on Prepayment Penalties Note Purchase Notes calculated as of calculated as of Prices as of April 30, 2007 April 30, 2007 April 30, 2007 AJW Partners LLC $107,998 $32,399 $140,397 AJW Offshore, Ltd. $375,743 $112,723 $488,466 AJW Qualified Partners, LLC $253,495 $76,049 $329,544 New Millennium Capital Partners II, LLC $12,750 $3,825 $16,575 Total $749,986 $224,996 $974,982
4 EXHIBIT E MONTHLY NOTE PAYMENTS Following the execution of this Agreement, the Company shall pay each Seller the respective amounts set forth in the table below, provided that the obligation to make such payments shall terminate on delivery of the Purchase Price to Sellers pursuant to Section 1.4 of the Agreement: - ------------------------- ------------- ------------ ------------- ------------- TOTAL PER DUE FEBRUARY 1, 2007 PRINCIPAL INTEREST PENALTY SELLER - ------------------------- ------------- ------------ ------------- ------------- AJW PARTNERS $8,000 $1,121.08 $146.66 $9,267.74 - ------------------------- ------------- ------------ ------------- ------------- AJW OFFSHORE $27,833.33 $3,900.42 $510.27 $32,244.02 - ------------------------- ------------- ------------ ------------- ------------- AJW QUALIFIED $18,777.78 $2,631.42 $344.25 $21,753.45 - ------------------------- ------------- ------------ ------------- ------------- NEW MILLENNIUM $944.44 $132.35 $17.31 $1,094.10 - ------------------------- ------------- ------------ ------------- ------------- TOTAL $55,555.55 $7,785.27 $1,018.49 $64,359.31 - ------------------------- ------------- ------------ ------------- ------------- - ------------------------- ------------- ------------ ------------- ------------- TOTAL PER DUE FEBRUARY 28, 2007 PRINCIPAL INTEREST PENALTY SELLER - ------------------------- ------------- ------------ ------------- ------------- AJW PARTNERS $8,000 $951.22 $137.78 $9,089 - ------------------------- ------------- ------------ ------------- ------------- AJW OFFSHORE $27,833.33 $3,309.44 $479.34 $3,162.11 - ------------------------- ------------- ------------ ------------- ------------- AJW QUALIFIED $18,777.78 $2,232.72 $323.39 $21,333.89 - ------------------------- ------------- ------------ ------------- ------------- NEW MILLENNIUM $944.44 $112.30 $16.27 $1,073.01 - ------------------------- ------------- ------------ ------------- ------------- TOTAL $55,555.55 $6,605.68 $956.78 $63,118.01 - ------------------------- ------------- ------------ ------------- ------------- - ------------------------- ------------- ------------ ------------- ------------- TOTAL PER DUE MARCH 31, 2007 PRINCIPAL INTEREST PENALTY SELLER - ------------------------- ------------- ------------ ------------- ------------- AJW PARTNERS $8,000 $985.19 $128.89 $9114.08 - ------------------------- ------------- ------------ ------------- ------------- AJW OFFSHORE $27,833.33 $3,427.63 $448.42 $31,709.38 - ------------------------- ------------- ------------ ------------- ------------- AJW QUALIFIED $18,777.78 $2,312.45 $302.53 $21,392.76 - ------------------------- ------------- ------------ ------------- ------------- NEW MILLENNIUM $944.44 $116.31 $15.22 $1,075.97 - ------------------------- ------------- ------------ ------------- ------------- TOTAL $55,555.55 $6,841.58 $895.06 $63,292.19 - ------------------------- ------------- ------------ ------------- ------------- 6