Amendment to Stock Purchase Agreement Between G&A Capital and Company (May 13, 2011)
This amendment to a Stock Purchase Agreement requires the purchaser, G&A Capital, to assume and pay all outstanding debts and financial obligations of the company (excluding certain contingent liabilities and specific expenses) incurred on or before September 31, 2011, up to a maximum of $8 million. Additionally, G&A Capital will arrange stock or equity compensation packages for the company's management and key individuals, as determined by the majority shareholder. The agreement clarifies the purchaser's financial responsibilities and executive compensation arrangements.
AMMENDMENT to Stock Purchase Agreement
Dated May 13, 2011
2.5
(g) ADDITIONAL FINANCIAL OBLIGATIONS OF PURCHASER. As further consideration for the inducement and performance of this contract, the PURCHASER agrees and covenants to relieve, discharge, assume and/or pay ALL of the outstanding debt, financial obligations and all other liabilities incurred by the COMPANY, excluding contingent liabilities (ie: Schrader Litigation, etc.), subject to a limitation of liability, so long as the liability was incurred on or before [September 31, 2011] AND the total dollar amount is not greater than 8 Million Dollars ("limitation of liability").
Other exemptions include and agreed upon are additional office expenses, the CEO's & Robert Schwartz's company expenses.
(f) EXECUTIVE COMPENSATION PACKAGES. G&A Capital agrees to arrange and tender to the corporations management & identified key individuals the appropriate stock/equity compensation packages as is determined and agreed upon by the majority shareholder.
(G&A Capital)
