AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF EXCHANGE EMVELCO CORP. and DAVY CROCKETT GAS COMPANY, LLC June 11, 2008
______________________
AMENDMENT
NO. 1 TO
and
▇▇▇▇
▇▇▇▇▇▇▇▇ GAS COMPANY, LLC
_______________________
June
11,
2008
AMENDMENT
NO. 1 TO THE AGREEMENT AND PLAN OF EXCHANGE
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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.”
RECITALS
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:
“SECTION
1. OWNERSHIP OF EMVELCO AND DC GAS
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.
|
a
Delaware Corporation
|
|||
|
By:/s/▇▇▇▇▇
▇▇▇▇▇
|
|||
|
Name:
▇▇▇▇▇ ▇▇▇▇▇
|
|||
|
Its:
Chief Executive Officer
|
|||
|
▇▇▇▇
▇▇▇▇▇▇▇▇ GAS COMPANY, LLC
|
|||
|
a
Nevada Limited Liability Company
|
|||
|
|
By:/s/
▇▇▇▇ ▇. Mustafoglu
|
||
|
Its:
Managers
|
|||
|
TransGlobal
Financial Services LLC, and
|
|||
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ Esq.
|
|||
|
Names:
▇▇▇▇ ▇. Mustafoglu, President
|
|||
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ Esq.
|
|||
2
|
▇▇▇▇
▇▇▇▇▇▇▇▇ GAS COMPANY, LLC MEMBERS:
|
||
|
PMFT
HOLDINGS, LTD.
|
||
|
By:
|
/s/
▇▇▇▇ ▇▇▇▇▇
|
|
|
▇▇▇▇
▇▇▇▇▇, Officer
|
||
|
CORPORATE
GROUP SERVICES LIMITED
|
||
|
By:
|
/s/
Hulya Oransel
|
|
|
Hulya
Oransel, President
|
||
|
SULLY,
LLC
|
||
|
By:
|
/s/
▇▇▇ ▇▇▇▇▇▇▇▇
|
|
|
▇▇▇
▇▇▇▇▇▇▇▇, Manager
|
||
|
BEACON
FINANCIAL CORP.
|
||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, President
|
||
3