10.57 Amendment to Common Stock Purchase Agreement between Torneaux
Ltd. and DBS Industries, Inc., dated June 30, 2000.
AMENDMENT AGREEMENT
-------------------
AMENDMENT AGREEMENT dated as of June 30, 2000 (this
"Amendment"), to the Common Stock Purchase Agreement dated June 2, 2000 (the
"Agreement"), by and between DBS Industries, Inc., a Delaware corporation (the
"Company"), and Torneaux Ltd., a limited liability company organized under the
laws of the Commonwealth of The Bahamas (the "Purchaser"). Capitalized terms
used herein without definition shall have the same meanings herein as are
ascribed to such terms in the Agreement.
WHEREAS, pursuant to the Agreement, the Purchaser is obligated
to file with the Commission a Registration Statement on Form SB-2 (or any other
comparable form) by June 30, 2000; and
WHEREAS, the Company and the Purchaser have mutually agreed to
extend the period of time for the Company to file the Registration Statement as
provided for in this Amendment.
WHEREAS, the Company and the Purchaser desire to further amend
the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and legal adequacy of which is hereby acknowledged, the Company and the
Purchaser hereby agree as follows:
1. The Agreement is hereby amended, by deleting the reference
to "Warrants Coverage" in Section 2.3(1) thereof, and substituting therefor
"Warrant Coverage".
2. The Agreement is hereby amended, by deleting the first
clause in Section 3.1 thereof ("The Company hereby makes the following
representations and warranties to the Purchaser:"), and substituting therefor
"As of the Filing Date unless otherwise noted, the Company hereby makes the
following representations and warranties to the Purchaser:".
3. The Agreement is hereby amended, by deleting the reference
to "June 30, 2000" in Section 4.3(a) thereof, and substituting therefor "July
18, 2000".
4. The Agreement is hereby amended, by deleting Section 5.2(c)
thereof in its entirety, and substituting therefor the following:
5. "(c) Opinion of Counsel, etc. The Purchaser shall have
received an opinion of counsel to the Company substantially in the form of
Exhibit A hereto, and such other certificates and documents as the Purchaser or
its counsel shall reasonably require incident to the Closing."
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6. The Agreement is hereby amended, by deleting both
references to "this Section 4.3(l)" in Section 6.1(l) thereof, and substituting
for both of such references "this Section 6.1(l)".
7. The Agreement is hereby amended, by deleting the address of
the Purchaser listed in Section 10.4 thereof, and substituting therefor:
"Torneaux Ltd.
Charlotte House
Charlotte Street
P.O. Box N 9204
Nassau, Bahamas
Tel. No.: (242) 325-1033
Fax No.: (242) 323-7918
Attention: Director".
8. The Agreement is hereby amended, by deleting the first
sentence of the first paragraph of Exhibit A thereto ("The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware."), and substituting therefor "As of the Filing
Date, the Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware."
9. Except as expressly amended hereby, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have signed
this Agreement as of the date first above written.
DBS INDUSTRIES, INC.
By:______________________________________
Name:
Title:
TORNEAUX LTD.
By:______________________________________
Name:
Title:
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