Amendment to Asset Purchase Agreement between Tactical Air Defense Services, Inc. and AeroGroup Incorporated (August 22, 2006)
Contract Categories:
Business Finance
›
Purchase Agreements
Summary
This amendment updates the Asset Purchase Agreement originally signed on July 14, 2006, between Tactical Air Defense Services, Inc. and its subsidiaries (as purchasers) and AeroGroup Incorporated and its subsidiaries (as sellers). The amendment revises the requirements for obtaining permits and specifies changes to the management structure, including the appointment of new officers and the resignation of the current board member upon meeting certain disclosure requirements. All other terms of the original agreement remain in effect.
EX-10.1 2 v051195_ex10-1.htm
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of the 22nd day of August, 2006 (the “Amendment”) by the below executing parties, hereby amends the Asset Purchase Agreement (the “Agreement”) dated as of July 14, 2006, entered into by and among Tactical Air Defense Services, Inc. (“Parent”), Genesis Aviation Acquisition Inc., Resource Financial Aviation Holdings Inc., and OneSource Aviation Acquisition Inc. each a Nevada corporation and wholly owned subsidiary of Parent (each a “Subsidiary”, the Subsidiaries and Parent are each sometimes referred to herein as a “Purchaser”) as Purchasers and AeroGroup Incorporated, a Utah corporation (“AeroGroup”) and its wholly owned subsidiaries, Genesis Acquisition, Inc., Resource Financial Holdings Acquisition, Inc., and OneSource Acquisition, Inc., each a Delaware corporation, as sellers (each individually a “Seller Subsidiary”, the Seller Subsidiaries and AeroGroup each being sometimes referred to herein as a “Seller”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
1. This Amendment hereby amends and restates Section 7(g) of the Agreement to be and read as follows:
“ Parent shall have obtained the requisite permits for ownership and operation of the Purchased Assets as more fully described in Section 4(e). Additionally, Derick Sinclair, the Company’s existing sole Board member, shall, upon satisfaction of certain disclosure requirements that are required to be made pursuant to rules of the Exchange Act, appoint: Daniels to the Company’s Board of Directors and as Secretary and Treasurer; Lt. General Charles Searock as President; and John Riley Farley as Vice President (the “Interim Management”). Simultaneously, Mr. Sinclair shall resign from
the Board.”
2. This Amendment may be signed in one or more counterparts.
[Signature Pages Follow]
COUNTERPART SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST 21, 2006
IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have caused this Amendment to Asset Purchase Agreement to be executed the day and year first above written.
| SELLERS: | ||
| AEROGROUP INCORPORATED | ||
| | | |
| By: /s/ Mark T. Daniels | ||
| Name: Mark T. Daniels | ||
| Title: President | ||
| GENESIS ACQUISITION, INC. | ||
| | | |
| By: /s/ Mark T. Daniels | ||
| Name: Mark T. Daniels | ||
| Title: Title: President | ||
| RESOURCE FINANCIAL HOLDINGS ACQUISITION, INC. | ||
| | | |
| By: /s/ Mark T. Daniels | ||
| Name: Mark T. Daniels | ||
| Title: Title: President | ||
| ONESOURCE ACQUISITION, INC. | ||
| | | |
| By: /s/ Mark T. Daniels | ||
| Name: Mark T. Daniels | ||
| Title: Title: President | ||
COUNTERPART SIGNATURE PAGE TO AMENDMENT TO ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST 21, 2006.
IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have caused this Amendment to Asset Purchase Agreement to be executed the day and year first above written.
| PURCHASERS: | ||
| TACTICAL AIR DEFENSE SERVICES, INC. | ||
| | | |
| By: /s/ Derick Sinclair | ||
| Name: Derick Sinclair | ||
| Title: Title: President | ||
| GENESIS AVIATION ACQUISITION INC. | ||
| | | |
| By: /s/ Derick Sinclair | ||
| Name: Derick Sinclair | ||
| Title: President | ||
| RESOURCE FINANCIAL AVIATION HOLDINGS INC. | ||
| | | |
| By: /s/ Derick Sinclair | ||
| Name: Derick Sinclair | ||
| Title: President | ||
| ONESOURCE AVIATION ACQUISITION INC. | ||
| | | |
| By: /s/ Derick Sinclair | ||
| Name: Derick Sinclair | ||
| Title: President | ||
