EXHIBIT 10.36
AMENDMENT NO. 2 TO
SECURITIES REPURCHASE AGREEMENT
This Amendment No. 2 to Securities Repurchase Agreement (this "AMENDMENT") is
made and entered into as of the 20th day of April, 2007 by and among Reclamation
Consulting and Applications, Inc. ("COMPANY"), and AJW Partners, LLC, AJW
Qualified Partners, LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC
(collectively, the " SELLERS"). The Company and the Sellers are sometimes
referred to herein individually as a "PARTY" and collectively as the "PARTIES".
Capitalized terms used but not defined herein have the meanings assigned to them
in the Securities Repurchase Agreement dated as of February 1, 2007 (the
"AGREEMENT").
WHEREAS, on February 1, 2007, the Parties entered into the Securities
Repurchase Agreement (as amended, the "AGREEMENT") to repurchase from the
Sellers, the Note and Warrants; and
WHERAS, the Parties have previously amended the Agreement by executing
Amendment No. 1 dated February 26, 2007; and
WHEREAS, the Parties wish to make an additional amendment to the
Agreement,
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:
I. AMENDMENTS TO THE AGREEMENT
A. Sections 1.3 and 1.4 of the Agreement are hereby deleted in their
entirety and replaced with the following sentence:
1.3 CONSIDERATION AND PAYMENT FOR THE NOTES AND WARRANTS. In
consideration for the Notes, the Company shall (i) pay each
Seller an amount equal to the outstanding balance of principal
and, accrued interest as of the Note Closing on such Seller's
respective Note plus a prepayment penalty equal to thirty
percent (30%) of such outstanding balance which the Parties
agree shall, as of May 31, 2007, be in the amounts set forth
in EXHIBIT B, attached hereto (the "NOTE CASH PRICES"), and
(ii) issue to the Sellers three million, two hundred fifty
thousand (3,250,000) shares of the Company's restricted common
stock as set forth in EXHIBIT D, attached hereto (the "COMPANY
SHARES") (collectively, the Note Cash Prices and the Company
Shares shall constitute the "NOTE PURCHASE PRICES"). In
consideration for the Warrants, the Company shall pay to each
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Seller the respective amount set forth in Exhibit C attached
hereto (the "WARRANT PURCHASE PRICES"). On or before May 31,
2007, the Company shall deliver (i) the Note Purchase Prices
to the Sellers by payment of the Note Cash Prices and by
delivering stock certificates to the Sellers evidencing their
respective ownership of the Company Shares; and (ii) the
Warrant Purchase Prices to Sellers. In the event the Company
fails to deliver the Note Purchase Prices and the Warrant
Purchase Prices to the Sellers by May 31, 2007, this Agreement
shall be deemed null and void, with no binding obligation on
the part of either Party with respect to the sale of the Notes
or the Warrants. In the event the Company delivers the Note
Purchase Prices to the Sellers by May 31, 2007 but fails to
deliver the Warrant Purchase Prices, the provisions of this
Agreement relating to the sale of the Warrants shall be deemed
null and void, with no binding obligation on the part of
either Party with respect to the sale of the Warrants.
1.4 INITIAL PURCHASE DOCUMENTS. As of the Effective Date,
provided that the Company makes the payments detailed in
EXHIBIT E attached hereto (the "MONTHLY NOTE PAYMENTS") and
does not otherwise breach any material terms of this
Agreement, (i) the Sellers shall have no further rights under
the Initial Purchase Documents, (ii) the Company shall have no
further obligations under the Initial Purchase Documents, and
(iii) Gordon Davies shall have no further obligations or
responsibilities under the Guaranty and Pledge Agreement dated
June 23, 2005 and any amendments thereto. In the event, the
Company fails to make the Monthly Note Payments or breaches
any material terms of this Agreement (including any failure to
pay the Note Purchase Prices or Warrant Purchase Prices by May
31, 2007) as required hereby, the Initial Purchase Documents
shall continue in full force and effect.
B. EXHIBIT B and EXHIBIT E to the Agreement are hereby deleted in their
entirety and replaced with EXHIBIT B and EXHIBIT E to this Amendment.
II. GENERAL PROVISIONS
A. Each Party shall pay the fees and expenses of its advisors, counsel,
accountants and other experts, if any, and all other expenses, incurred by such
party incident to the negotiation, preparation, execution, delivery and
performance of this Amendment.
B. Except as expressly amended by this Amendment, the Parties agree
that all other provisions of the Agreement remain unchanged and that the
Agreement remain in full force and effect.
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C. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written hereinabove.
THE COMPANY:
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RECLAMATION CONSULTING AND APPLICATIONS, INC.
By: /S/ MIKE. DAVIES
----------------------------------
Mike Davies
CEO
THE SELLERS:
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AJW PARTNERS, LLC
By: SMS Group, LLC
Manager
By: /S/ COREY S. RIBOTSKY
---------------------
Corey S. Ribotsky
Manager
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AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
Manager
By: /S/ COREY S. RIBOTSKY
---------------------
Corey S. Ribotsky
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
Manager
By: /S/ COREY S. RIBOTSKY
---------------------
Corey S. Ribotsky
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
Manager
By: /S/ COREY S. RIBOTSKY
---------------------
Corey S. Ribotsky
Manager
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EXHIBIT B
NOTE CASH PRICES AS OF MAY 31, 2007
Outstanding Balance of Accrued
Interest and Principal on Prepayment Penalties
Notes calculated as of May 31, calculated as of May 31, Note Purchase Prices as
2007 2007 of May 31, 2007
AJW Partners LLC $99,998 $29,999 $129,997
AJW Offshore, Ltd. $347,9093 $104,373 $452,282
AJW Qualified
Partners, LLC $234,717 $70,415 $305,132
New Millennium Capital
Partners II, LLC $11,805 3,542 $15,347
Total $694,430 $208,329 $902,759
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EXHIBIT E
MONTHLY NOTE PAYMENTS
Following the execution of this Agreement, the Company shall pay each Seller the
respective amounts set forth in the table below, provided that the obligation to
make such payments shall terminate on delivery of the Purchase Price to Sellers
pursuant to Section 1.4 of the Agreement:
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TOTAL PER
DUE FEBRUARY 1, 2007 PRINCIPAL INTEREST PENALTY SELLER
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW PARTNERS $8,000 $1,121.08 $146.66 $9,267.74
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW OFFSHORE $27,833.33 $3,900.42 $510.27 $32,244.02
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW QUALIFIED $18,777.78 $2,631.42 $344.25 $21,753.45
- ----------------------------------- -------------- -------------- -------------- ---------------
NEW MILLENNIUM $944.44 $132.35 $17.31 $1,094.10
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TOTAL $55,555.55 $7,785.27 $1,018.49 $64,359.31
- ----------------------------------- -------------- -------------- -------------- ---------------
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TOTAL PER
DUE FEBRUARY 28, 2007 PRINCIPAL INTEREST PENALTY SELLER
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW PARTNERS $8,000 $951.22 $137.78 $9,089
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW OFFSHORE $27,833.33 $3,309.44 $479.34 $3,162.11
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW QUALIFIED $18,777.78 $2,232.72 $323.39 $21,333.89
- ----------------------------------- -------------- -------------- -------------- ---------------
NEW MILLENNIUM $944.44 $112.30 $16.27 $1,073.01
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TOTAL $55,555.55 $6,605.68 $956.78 $63,118.01
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TOTAL PER
DUE MARCH 31, 2007 PRINCIPAL INTEREST PENALTY SELLER
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW PARTNERS $8,000 $985.19 $128.89 $9114.08
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW OFFSHORE $27,833.33 $3,427.63 $448.42 $31,709.38
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW QUALIFIED $18,777.78 $2,312.45 $302.53 $21,392.76
- ----------------------------------- -------------- -------------- -------------- ---------------
NEW MILLENNIUM $944.44 $116.31 $15.22 $1,075.97
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TOTAL $55,555.55 $6,841.58 $895.06 $63,292.19
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PRINCIPAL INTEREST PENALTY TOTAL PER
DUE APRIL 30, 2007 SELLER
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW PARTNERS $8,000.00 $887.65 $120.00 $9,007.65
- ----------------------------------- -------------- -------------- -------------- ---------------
AJW OFFSHORE $27,833.33 $3,088.30 $417.49 $31,339.12
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AJW QUALIFIED $18,777.78 $2,083.52 $281.66 $21,142.96
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NEW MILLENNIUM $944.44 104.79 $14.17 $1,063.40
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TOTAL
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