ADDENDUM TO STOCK PURCHASE AGREEMENT

EX-10.5 4 v088219_ex10-5.htm
ADDENDUM TO STOCK PURCHASE AGREEMENT
 
This ADDENDUM TO STOCK PURCHASE AGREEMENT (this “Addendum”) is dated as of September 17, 2007, by and among Appalachian Oil Company, Inc., a Tennessee corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Sellers”), and Titan Global Holdings, Inc., a Utah corporation (the “Buyer”).
 
WITNESSETH:
 
WHEREAS, the Buyer, the Company and the Sellers made and entered into a Stock Purchase Agreement dated July 17, 2007 (the “Agreement”), pursuant to which Buyer has agreed to purchase, and Sellers have agreed to sell, all of the issued and outstanding capital stock of the Company, on the terms and conditions set forth in the Agreement; and
 
WHEREAS, the parties wish to further amend the Agreement as set forth below.
 
NOW, THEREFORE, for and in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1. Section 2.3 of the Agreement, as amended, is hereby amended by deleting from clause (a) thereof “September 14, 2007” and inserting in its place “September 17, 2007.”
 
2. As amended hereby, the Agreement shall remain in full force and effect.
 
[Signatures are on the next page.]
 

 
IN WITNESS WHEREOF, this Addendum has been executed as of the date first above written.
 
     
  BUYER:
   
  TITAN GLOBAL HOLDINGS, INC.
 
 
 
 
 
 
By:   /s/ Bryan M. Chance 
 
Name: Bryan M. Chance 
  Title: President and Chief Executive Officer
 
     
  THE COMPANY:
   
  APPALACHIAN OIL COMPANY, INC.
 
 
 
 
 
 
By:   /s/ Jeffrey H. Benedict
 
Name: Jeffrey H. Benedict 
  Title: President
 
     
  SELLERS:
   
 
/s/ Jeffrey H. Benedict 
 
JEFFREY H. BENEDICT
 
 
     
/s/ Sara G. MacLean 
 
SARA G. MACLEAN
 
(by Jeffrey H. Benedict under Power of Attorney
dated 7-11-07)
 
     
 
THE LINDA R. MACLEAN
IRREVOCABLE TRUST
     
     
By:  /s/ Sara G. MacLean 
 
Sara G. MacLean, Trustee
 
(by Jeffrey H. Benedict under Power of Attorney
dated 7-11-07)
 
     
 
THE JAMES R. MACLEAN
REVOCABLE TRUST OF 2005
     
     
By:  /s/ James R. MacLean 
 
James R. MacLean, Trustee