______________________ AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF EXCHANGE EMVELCO CORP. and DAVY CROCKETT GAS COMPANY, LLC _______________________ June 11, 2008 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF EXCHANGE

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and

 

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June 11, 2008

 

THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF EXCHANGE (the "Agreement") is made and entered into on June 11, 2008 by and among EMVELCO Corp., a Delaware corporation (hereinafter referred to as “EMVELCO”) and DAVY CROCKETT GAS COMPANY, LLC, a Nevada limited liability company (hereinafter referred to as “DC Gas") and the members of DC Gas (the “Members”). The individuals and entities above are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

 

A. On May 1, 2008, EMVELCO, DC Gas and the Members entered into that certain Agreement and Plan of Exchange (the “Original Agreement”) pursuant to which EMVELCO acquired DC Gas and the Members received convertible notes of EMVELCO in consideration for their interest in DC GAS.

B. Each of the parties to the Original Agreement hereby agrees to enter into this Agreement in order to amend certain provisions of the Original Agreement.

NOW, therefore, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties hereto agree as follows:

1. Section 1 of the Original Agreement is hereby amended and restated as follows:

The Parties acknowledge that the ownership of the Companies, as of the date all Parties hereto have executed this Agreement, immediately prior to giving effect to the transactions hereunder, is as follows:

1.1. The authorized capital stock of EMVELCO currently consists of Thirty-Five Million (35,000,000) shares of common stock and Five Million (5,000,000) shares of preferred stock. At Closing, EMVELCO shall cause to be issued shares of Preferred Stock (“Preferred Shares”), in accordance with the Certificate of Designation attached hereto as Exhibit A, that are convertible into Fifty Million (50,000,000) shares of EMVELCO common stock (the “EMVELCO Shares”).

1.2. The membership interests of DC Gas, currently consists of Ten Thousand units of membership interests and is owned of record and held beneficially by the Members. The Members currently own collectively 10,000 units of DC Gas which represents 100% of the outstanding units of DC Gas (the “DC Gas Units”) and the Members are the sole members of DC Gas. The Members will transfer their DC Gas Units to EMVELCO at the Closing and such DC Gas Units shall be free and clear of all liens.

2. Section 2.1 of the Original Agreement is hereby amended and restated as follows:

“2.1 Convertible Notes and Additional Convertible Notes. EMVELCO hereby agrees that it shall issue the Preferred Shares to the Members in exchange for their outstanding DC Gas Units in proportion to their membership interest. EMVELCO will issue the Preferred Shares with a stated value of $50,000,000 concurrently with execution of this Agreement The Preferred Shares shall be issued to the Members in the amounts set forth next to their respective names on Schedule 2.1 to this Agreement.”

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

 

	EMVELCO CORP.,
	a Delaware Corporation
		By:/s/Yossi Attia
		Name: Yossi Attia
		Its: Chief Executive Officer
		DAVY CROCKETT GAS COMPANY, LLC
		a Nevada Limited Liability Company
		By:/s/ Mike M. Mustafoglu
		Its: Managers
		TransGlobal Financial Services LLC, and
		Robin Ann Gorelick Esq.
		Names: Mike M. Mustafoglu, President
		Robin Ann Gorelick Esq.