SECOND AMENDMENT TO COMMON STOCK
PURCHASE AGREEMENT


 


 


THIS SECOND AMENDMENT
TO COMMON STOCK PURCHASE AGREEMENT (the “Amendment”), dated as of May 9, 2013, by and between Avalon Innovation
AB and 24Holdings, Inc.


 


W I T N E S S E T H


 


WHEREAS, Avalon
Innovation AB (the “Seller”) and 24Holdings, Inc. (the “Company”) consummated certain transactions pursuant
to that certain Common Stock Purchase Agreement (the “Agreement”) dated as of May 26, 2005, as amended, relating to,
among other things, the sale of the Seller’s Shares (as defined in the Agreement) of the Company’s stock to the purchaser
signatories to the Agreement; and


 


WHEREAS, by agreement
dated as of November 28, 2005 the parties amended the Agreement with respect to certain Merger Shares to be issued to the Seller;
and


 


WHEREAS, the Seller
and the Company desire to further amend the Agreement to eliminate the obligation of the Company to issue Merger Shares in exchange
for the issuance to the Seller of 138,322 share of commons stock of the Company (the “Consideration Shares”) as of
the date hereof.


 


NOW THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.All capitalized
terms herein shall have the meanings defined in the Agreement unless otherwise defined in this Amendment. Except as set forth herein,
the Agreement is ratified and confirmed in all respects and all provisions therein shall continue in full force and effect.


 






    	 



    	 



    

 


 


2.Section 2.1 of
the Agreement is hereby deleted and replaced in its entirety as follows: “Subject to the terms and conditions set forth in
this Agreement, Seller agrees to sell, transfer and assign to the Purchasers and the Purchasers agree to purchase from the Seller
the Shares, in exchange for an aggregate purchase price (the “Purchase Price”) consisting of (i) $500,000 in cash (the
“Cash Consideration”) and (ii) 138,322 shares of common stock of the Company (the “Share Consideration”)
which represents ten percent (10%) of the issued and outstanding shares of common stock of the Company on a fully diluted basis
on the date hereof (including any shares issuable pursuant to any warrants, options or convertible securities).”


 


3.Seller acknowledges
prior receipt of the Cash Consideration and that upon receipt of the Share Consideration, it shall have no further rights to receipt
of any consideration (cash or otherwise) on account of the Purchase Price.


 


4.Within thirty
(30) days from the date hereof, the Company shall cause to be issued and delivered to counsel to the Seller a certificate representing
the Share Consideration. The Share Consideration will be issued pursuant to an exemption from registration under the Securities
Act of 1933, as amended, and the certificate will contain thereon a restrictive legend to such effect.


 


5. The Company represents
and warrants to the Seller as follows:


 


(a)The authorized
capital stock of the Company consists of 100,000,000 shares of common stock, $.001 par value per share, and 5,000,000 shares of
preferred stock, $.001 par value per share. The outstanding capitalization of the Company as of the date hereof consists of 1,244,902
shares of common stock and no shares of preferred stock. Giving effect to the issuance of the Share Consideration, the outstanding
capitalization of the Company will consists of 1,383,244 shares of common stock and no shares of preferred stock.


 


(b)As
of the date hereof, the Company is current in its filings under the Exchange Act of 1934.


 


(c)Upon
issuance, the shares of common stock comprising the Share Consideration will be duly authorized, fully paid and non-assessable
shares of common stock of the Company.


 



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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.


 





	 	24HOLDINGS, INC
	 	 	 
	 	By:	/s/ Arnold Kling
	 	 	Name:  Arnold Kling
	 	 	Title:  President
	 	 	 
	 	 	 
	 	AVALON INNOVATION AB
	 	 	 
	 	By:	/s/ Per-Anders Johansson
	 	 	Name: Per-Anders Johansson
	 	 	Title:   Chairman



 


 










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