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Replies to post #107360 on PHI Group Inc (PHIL)
08/25/22 8:45 AM
08/25/22 11:34 AM
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into Material Definitive Agreements
A. Second Amendment to Agreement of Purchase and Sale between Philux Global Group Inc. (f/k/a PHI Group, Inc.) and Kota Construction LLC
Effective August 3, 2022, Philux Global Group Inc. (f/k/a PHI Group, Inc.) (“the Registrant”) signed a second amendment to Agreement of Purchase and Sale with KOTA Construction LLC, a California limited liability company, (KCCO) to amend and restate Recital D and Article 5.4 of said Agreement of Purchase and Sale to read as follows:
1. Amendments. Pursuant to Article 11.3 of the Purchase Agreement, PHIL and KCCO hereby agree to amend and restate the following provisions of the Purchase Agreement:
(i) Recital D to read as follows:
“The parties hereto wish to enter into this Agreement whereby PHIL will pay a total purchase price of Sixty-Four Million Five Hundred Four Thousand Seven Hundred Fifty-Two U.S. Dollars ($64,504,752) to KCCO, as set forth in Section 2 below, in exchange for fifty point one percent (50.10%) of the equity ownership in KCCO pursuant to the terms and conditions of this Agreement.”
(ii) Article 5.4 to read as follows:
“Immediately following the Closing, the parties hereto shall cause KCCO to distribute Sixteen Million Ninety-Four Thousand U.S. Dollars ($16,094,000) of the Closing Payment received by KCCO from PHIL to Yato Consulting, Inc., Alpha Power Group LLC, Kodiak Cole Consulting LLC, and Mac Advisors LLC (each a “Founding Member”, and collectively, the “Founding Members”) pursuant to the terms set forth in the Operating Agreement. The remainder of the Closing Payment will be used by KCCO for its working capital, expansion and growth. Notwithstanding the preceding sentence, the Founder Managers (as defined in the Operating Agreement) may elect to pay an aggregate amount of Two Million Eleven Thousand Seven Hundred Fifty U.S. Dollars ($2,011,750) of the remainder of the Closing Payment in the form of transaction bonuses to any Person (as defined in the Operating Agreement) selected by the Founder Managers.”
