Attached files
| file |
filename |
| 8-K/A - AMENDMENT NO. 1 TO FORM 8-K - Vapor Group, Inc. | g5605.txt |
| EX-2.1 - SHARE EXCHANGE AGREEMENT - Vapor Group, Inc. | ex2-1.txt |
| EX-23.1 - CONSENT OF AUDITOR - Vapor Group, Inc. | ex23-1.txt |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - Vapor Group, Inc. | ex99-1.txt |
| EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - Vapor Group, Inc. | ex99-3.txt |
| EX-10.5 - MATERIAL TERMS OF VERBAL LOAN AGREEMENT - Vapor Group, Inc. | ex10-5.txt |
| EX-10.4 - MATERIAL TERMS OF VERBAL LOAN AGREEMENT - Vapor Group, Inc. | ex10-4.txt |
| EX-10.6 - MATERIAL TERMS OF VERBAL LOAN AGREEMENT - Vapor Group, Inc. | ex10-6.txt |
| EX-3.1-1 - AMENDED ARTICLES OF INCORPORATION - Vapor Group, Inc. | ex3-11.txt |
| EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - Vapor Group, Inc. | ex99-2.txt |
Exhibit 10.3
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT ("Amendment") is made and
entered into effective as of September 30, 2011, by and between Datamill Media
Corp., a Nevada corporation ("Datamill"), and Young Aviation, LLC, a Florida
limited liability company ("Young Aviation").
W I T N E S S E T H:
WHEREAS, Datamill, Young Aviation and the Young Aviation members entered
into that certain Share Exchange Agreement as of September 2, 2011
("Agreement"), pursuant to the terms and conditions of which Datamill agreed to
buy and the Young Aviation members agreed to sell to Datamill 100% of the
member's interests in Young Aviation;
WHEREAS, the parties desire to amend the Agreement pursuant to the terms of
this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Amendments. Section 3.02 of the Agreement is hereby amended by making
the Closing Date October 3, 2011. Section 3.02 (b) (ii) of the Agreement is
hereby amended by changing the number of post forward split shares that Vincent
Beatty shall convey back to the Company from 75,000,000 shares to 67,000,000
shares.
2. Definitions. Unless otherwise defined in this Amendment or the context
otherwise requires, each term used in this Amendment with its initial letter
capitalized which has been specially defined in the Agreement shall have the
same meaning herein as given to such term in the Agreement.
3. Continuing Effect. Except as expressly modified by the terms and
provisions of this Amendment, each of the terms and provisions of the Agreement
are unchanged and continued in full force and effect.
4. Parties Bound. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns.
5. Counterparts. To facilitate execution, this Amendment may be executed in
as many counterparts as may be convenient or required. It shall not be necessary
that the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of
the parties hereto. Any signature page to any counterpart may be detached from
such counterpart without impairing the legal effect of the signatures thereon
and thereafter attached to another counterpart identical thereto except having
attached to it additional signature pages. Delivery of an executed counterpart
of this Amendment by facsimile transmission shall be binding upon the party
executing and delivering such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year set forth above.
DATAMILL:
Datamill Media Corp.
By: /s/ Vincent Beatty
------------------------------------------
Vincent Beatty, President
YOUNG AVIATION:
Young Aviation, LLC
By: /s/ Joel A. Young
------------------------------------------
Joel A. Young, President
2
COUNTERPART SIGNATURE PAGE OF YOUNG AVIATION MEMBERS TO AMENDMENT TO SHARE
EXCHANGE AGREEMENT DATED SEPTEMBER 2, 2011:
/s/ Joel A. Young
------------------------------------------
Joel A. Young
/s/ Olive Waite
------------------------------------------
Olive Waite
/s/ Rick Klein
------------------------------------------
Rick Klein
/s/ Marvin Larry Goldman
------------------------------------------
Marvin Larry Goldman
/s/ Justin Young
------------------------------------------
Justin Young
/s/ Priscilla Carswell Young
------------------------------------------
Priscilla Carswell Young
/s/ Carlita Brown
------------------------------------------
Carlita Brown
/s/ Lynse Sutter
------------------------------------------
Lynse Sutter
3
/s/ Steven Mosley
------------------------------------------
Steven Mosley
/s/ Estrellita Nyland
------------------------------------------
Estrellita Nyland
