ADDENDUM TO ASSET PURCHASE AGREEMENT
Exhibit
10.9a
ADDENDUM
TO ASSET PURCHASE AGREEMENT
This
Addendum to Asset Purchase Agreement (this “Addendum”) is
effective as of April 2, 2007, by and among Amish Co-op, Inc., a Delaware
corporation (“Seller”),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual (“▇▇▇▇▇▇▇▇”),
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (“▇▇▇▇▇▇▇”
and
together with ▇▇▇▇▇▇▇▇, “Seller’s
Owners”
and,
together with Seller and ▇▇▇▇▇▇▇▇, the “Seller
Parties”),
Amish
Natural Sub, Inc., an Ohio corporation (“Buyer”),
which
is a wholly-owned subsidiary of ANI (as hereinafter defined), and, solely for
purposes of Section 1, herein, Amish Naturals, Inc., a Nevada corporation
(“ANI”).
Buyer
and the Seller Parties shall hereinafter individually be referred to as a
“Party”
and
collectively be referred to as the “Parties.”
RECITALS
WHEREAS,
the Parties previously entered into that certain Asset Purchase Agreement of
even date herewith (the “Asset
Purchase Agreement”);
and
WHEREAS,
the Parties desire to amend Section 2.1 of the Asset Purchase Agreement to
memorialize their understanding and agreement that the Purchase Price (as
defined in the Asset Purchase Agreement) will be paid in shares of common stock
of ANI and to amend Section 4.1 of the Asset Purchase Agreement to reflect
a
Closing Date of April 5, 2007.
NOW,
THEREFORE, in
consideration of the promises and covenants made herein, and for such other
good
and valu-able consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto hereby agree as follows:
ARTICLE
1
AMENDMENTS
1. Amendments
to Asset Purchase Agreement.
1.1 Amendment
to Section 2.1 of the Asset Purchase Agreement.
Section
2.1 of the Asset Purchase Agreement shall be amended and restated as
follows:
Purchase
Price.
The
purchase price for the Purchased Assets (the “Purchase
Price”)
shall
be One Hundred Fifty Thousand Dollars ($150,000) and shall be paid by Buyer
to
Seller at Closing by delivery of seventy-five thousand (75,000) shares of
restricted common stock of ANI and which shares shall be included in the shares
of ANI’s common stock to be registered for resale in a Registration Statement on
Form SB-2 to be filed with the United States Securities and Exchange Commission
not later than April 30, 2007.
1.2 Amendment
to Section 4.1 of the Asset Purchase Agreement.
Section
2.1 of the Asset Purchase Agreement (and all effective dates set forth on the
▇▇▇▇ of Sale and Assignment, Intellectual Property Assignment Agreement and
Assignment and Assumption Agreement of Lease shall
be
the Closing Date specified in the following):
Closing
Date.
Provided that all conditions precedent set forth in this Agreement have been
satisfied or waived, the closing of the transactions contemplated hereby (the
“Closing”) shall
occur on April 5, 2007, or such other date as shall be mutually agreed upon
by
the Parties hereto (the “Closing
Date”).
The
Closing shall be held on the Closing Date at 10:00 a.m. PT at the offices of
▇▇▇▇▇ ▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, unless another place is mutually agreed upon by the Parties.
ARTICLE
2
MISCELLANEOUS
PROVISIONS
2. Miscellaneous
Provisions.
2.1 No
Further Amendments.
Except
as amended by this Addendum, the Asset Purchase Agreement remains unmodified
and
in full force and effect. In the event of any inconsistency between the
provisions of the Asset Purchase Agreement and the provisions of this Addendum,
the provisions of this Addendum shall prevail. This
Addendum may only be modified or amended by a written agreement executed by
the
Parties with the same formalities and in the same manner as this
Addendum.
2.2 Counterparts.
This
Addendum may be executed in one or more counterparts, each of which shall be
deemed an original but all of which when taken together shall constitute one
and
the same instrument.
2.3 Binding
on Successors. This
Addendum shall be binding upon and shall inure to the benefit of the successors
and permitted assigns of the Parties.
2.4 Entire
Agreement.
The
Asset
Purchase Agreement as amended by this Addendum contains the entire understanding
among the Parties and supersedes any prior written or oral agreements between
them respecting the subject matter contained herein. There are no
representations, agreements, arrangements or understandings, oral or written,
between and among the Parties relating to the subject matter hereof that are
not
fully expressed herein.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the Parties hereto have executed or have caused a duly
authorized officer to execute this Addendum to Asset Purchase Agreement all
effective as of the day and year first above written.
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SELLER:
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BUYER:
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AMISH
CO-OP, INC.,
a
Delaware corporation
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AMISH
NATURAL SUB, INC.,
an
Ohio corporation
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By:
/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its:
President
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By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Its:
President
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▇▇▇▇▇▇▇:
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▇▇▇▇▇▇▇▇:
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/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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ANI,
solely for purposes of Section 1 hereof:
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a
Nevada corporation
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By:
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Its:
President and CEO
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