EX-10.4
DATED 2006
--------------------------------------------------------------
THERMODYNETICS, INC.
and
TURBOTEC PRODUCTS LIMITED
--------------------------------------------------------------
DEED OF AMENDMENT TO AN AGREEMENT FOR THE SALE AND PURCHASE OF
THE ENTIRE ISSUED SHARE CAPITAL OF
TURBOTEC PRODUCTS, INC.
--------------------------------------------------------------
Nabarro ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇'▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
DEED OF VARIATION TO AN AGREEMENT FOR SALE AND PURCHASE OF SHARES
DATE
PARTIES
(1) Thermodynetics, Inc. a company incorporated in the State of Delaware
under the Delaware General Corporation Law, whose principal place of
business is at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ of America (the "SELLER"); and
(2) TURBOTEC PRODUCTS LIMITED (incorporated and registered in England and
Wales under company number 5593339) the registered office of which is at
c/o Capita Registrars, The Registry, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇ ▇▇▇ (the "PURCHASER").
WHEREAS:
On 8 April 2006 the Seller and Purchaser entered into an agreement ("SHARE
EXCHANGE AGREEMENT") pursuant to which the Purchaser acquired the shares of
common stock of Turbotec Products, Inc. held by the Seller in consideration for
the issue to the Seller of ordinary shares of 1p each in the capital of the
Purchaser ("CONSIDERATION SHARES").
The parties hereto acknowledge that an error was made in the number of
Consideration Shares to be allotted to the Seller.
Accordingly, the parties hereto have agreed to enter into this deed to correct
the error.
Defined terms in the Share Exchange Agreement shall have the same meaning in
this deed.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. REVISION TO CONSIDERATION SHARES
1.1 The Parties agree that Share Exchange Agreement shall be deemed to be
varied by revising the number of Consideration Shares from 7,212,307
to 10,009,490.
1.2 Accordingly, the Purchaser shall hold a further meeting of its board
of directors to allot and issue, credited as fully paid, the correct
number of Consideration Shares and shall revise its return on
allotments accordingly.
1.3 Save as aforesaid, the Share Exchange Agreement shall remain in full
force and effect.
1.4 This deed and all disputes or claims arising out of or in connection
with it shall be governed by and construed in accordance with English
law, providing that nothing herein shall operate
2
so as to prevent either or both of the company and the Nomad from
bringing enforcement proceedings in any other jurisdiction of their
choosing.
1.5 In relation to any legal action or proceedings arising out of or in
connection with this agreement, each of the parties irrevocably
submits to the non exclusive jurisdiction of the English Courts.
19.3 The Seller hereby irrevocably appoints Jordans Limited at ▇▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, to receive, for it and on its or his
behalf, service of process in any proceedings in England. Such
service shall be deemed completed on delivery to such process agent
(whether or not it is forwarded to and received by the Seller). If
for any reason such process agent ceases to be able to act as such or
no longer has an address in England, the Seller hereby irrevocably
agrees to appoint a substitute process agent acceptable to the
Purchaser and shall immediately notify the Purchaser of such
appointment and deliver to the Purchaser a copy of the new agent's
acceptance of that appointment within 30 days. Nothing shall affect
the right to serve process in any other manner permitted by the law.
IN WITNESS WHEREOF this document has been has been executed as a deed but shall
not be deemed to be effective until dated.
Signed by a director, duly authorised for and on )
behalf of THERMODYNETICS, INC. ) /s/
in the presence of )
Witness:..............................................
Name:.................................................
Address:..............................................
.......................................................
.......................................................
Occupation:...........................................
EXECUTED as a deed by TURBOTEC )
PRODUCTS LIMITED )
acting by: )
Director /s/
Director/Secretary /s/
3