Amendment No. 1 to Reorganization and Stock Purchase Agreement between HST Global, Inc. (f/k/a NT Holding Corp.) and Health Source Technologies, Inc.

Summary

This amendment updates the original Reorganization and Stock Purchase Agreement between HST Global, Inc. (formerly NT Holding Corp.) and Health Source Technologies, Inc. to correct the post-acquisition equity structure. It authorizes the issuance of an additional 99,744,800 pre-split shares to HST shareholders to ensure they receive the intended 95% ownership. The amendment clarifies that these shares are an obligation as of the original agreement date and confirms all other terms remain unchanged. The agreement is governed by Nevada law and binds successors and assigns of both parties.

EX-10.1 2 hstc8kmarch302009x10-1.txt AMENDMENT NO. 1 TO THE REORGANIZATION AND STOCK PURCHASE AGREEMENT BETWEEN NT HOLDING CORP AND HEALTH SOURCE TECHNOLOGIES, INC. DATED MARCH 30, 2009 Exhibit 10.1 AMENDMENT NO. 1 TO REORGANIZATION AND STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 (the "Amendment") to the REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of May 5, 2008 (the "Agreement") is made effective March 30, 2009 by and between HST Global, Inc. (p.k.a. NT Holding Corp.), a Nevada corporation ("NTH"), and Health Source Technologies, Inc., a Nevada corporation ("HST", and together with NTH, the "Parties"). WHEREAS, the Parties had agreed to an acquisition agreement whereby the post-acquisition equity structure would reflect a 95% ownership of NTH by the shareholders of HST, but the final post-acquisition equity structure did not fulfil this intention of the parties because the shares issued pursuant to the Agreement failed to account for certain issuances made to the existing management; AND WHEREAS, the Parties desire to correct the Agreement by authorizing the issuance of an additional 99,744,800 pre-split shares, which shares will be considered part of the consideration for the Agreement and shall be completed as a tax-free exchange of stock; NOW, THEREFORE, in consideration for the mutual promises contained herein, the Parties hereby agree to the following terms and conditions of this Reorganization and Stock Purchase Agreement. 1. Amendment. --------- (a) New Section 1(f) is added to the Agreement to read as follows: (f) NTH hereby agrees to issue and deliver an additional 99,744,800 pre-split shares to the HST shareholders once sufficient authorized capital is available. These shares will be treated as an obligation to issue shares as of the date of the Agreement. (b) This Amendment No. 1 supersedes the Agreement with respect to any conflict of any provisions. Unless otherwise specifically contradicted by this Amendment, all other provisions of the Agreement remain intact and in force. 2. Notices. Any notice which any of the parties hereto may desire to ------- serve upon any of the other parties hereto shall be in writing and shall be conclusively deemed to have been received by the party at its address, if mailed, postage prepaid, United States mail, registered, return receipt requested, to the following addresses: If to NTH NT Holding Corp. 1325 Airmotive #175 Reno, NV 89502 Attention: Alan Lew, President If to HST: Health Source Technologies, Inc. 150 Research Drive Hampton, VA 23666 Attn: Ronald R. Howell, President 1 Copy to: Cutler Law Group 3206 West Wimbledon Dr. Augusta, GA 30909 Facsimile No.: (706) 738-1966 Attn: M. Richard Cutler 3. Successors. This Amendment shall be binding upon and inure to the ---------- benefit of the heirs, personal representatives and successors and assigns of the parties. 4. Choice of Law. This Amendment shall be construed and enforced in --------------- accordance with the laws of the State of Nevada, and the parties submit to the exclusive jurisdiction of the courts of Nevada in respect of all disputes arising hereunder. 5. Counterparts. This Amendment may be signed in one or more ------------ counterparts, all of which taken together shall constitute an entire agreement. 6. Entire Agreement. This Amendment sets forth the entire agreement ----------------- and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. For and on behalf of: NT Holding, Inc. a Nevada corporation By:\s\ Alan Lew ------------ Alan Lew President For and on behalf of: Health Source Technologies, Inc. a Nevada corporation By: \s\ Ronald R. Howell -------------------- Ronald R. Howell President 2