EX-10.2
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT (this
"Amendment") is made and entered into this 31st day of August 2005,
by and among World Am, Inc., a Nevada corporation ("WDAM"), on the
one hand, and Senz-It, Inc., a California corporation ("Senz-It") and
the shareholders of Senz-It identified on the signature page hereof
(the "Shareholders"), on the other hand, for the purpose of amending
the Share Exchange Agreement dated June 10, 2005 (the "Agreement"),
by and among WDAM, Senz-It and the Shareholders. Capitalized terms
not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.
RECITALS
WHEREAS, the parties hereto desire to amend certain provisions
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
1. Section 2 is hereby deleted in its entirety and replaced
with the following:
2. Purchase Price. As consideration for the purchase of
the Senz-It Shares, WDAM shall issue to the Shareholders, as set
forth in Exhibit A, a warrant to purchase a total of Eighteen
Million (18,000,000) shares of WDAM common stock (the "WDAM
Warrant"), a copy of which is attached hereto as Exhibit B, and
Fifty Five (55) shares of WDAM Series B Preferred Stock, the
rights, privileges, and preferences of which are set forth in
the Restated Certificate of Designation (the "Series B Preferred
Stock Certificate of Designation") in Exhibit C attached hereto
and made a part hereof (the "WDAM Preferred Shares" and,
together with the WDAM Warrant and the shares of WDAM common
stock underlying the exercise of the WDAM Warrant (the "WDAM
Common Shares"), the "WDAM Securities").
2. The first sentence of Section 3 is hereby deleted in its
entirety and replaced with the following:
3. Closing. The closing of the sale and purchase of the
Senz-It Shares (the "Closing") shall take place on August 31,
2005 at the offices of WDAM, 0000 Xxxx 000xx Xxxxxx, Xxxxx 000,
Xxxxxxxxxxx, XX 00000, or at such other date, time and place as
may be agreed upon in writing by the parties hereto, but not
later than August 31, 2005 (the" Termination Date").
3. The WDAM Preferred Shares referenced in Section 3.1(B)(i)
shall be delivered by WDAM within ten (10) business days of the
Closing.
4. The following provision is hereby deleted in its entirety:
Section 3.1(C)(ii)
(ii) written confirmation of the approval of the
herein described transactions by WDAM's
shareholders
5. Section 5.4 is hereby deleted in its entirety and replaced
with the following:
5.4 Capitalization. The authorized capital stock of WDAM
consists of 1,500,000,000 shares of common stock, par value
$0.0001, of which 66,570,285 shares are issued and outstanding,
and 80,000,000 shares of preferred stock, par value $0.0001, of
which 1,370* shares are issued but not outstanding (*the 1,370
shares of Class A preferred stock will not become outstanding
until a contractual triggering event occurs). Of the preferred
shares authorized, 40,000,000 have been designated as Class A
and 55 have been designated as Class B.
6. The following provision is hereby deleted in its entirety:
Section 7.8
7.8 Shareholder Meeting Materials. WDAM agrees to
timely prepare, file with the Securities and Exchange
Commission, and deliver to its shareholders, materials
necessary to obtain approval of the transactions
contemplated by this Agreement, and to provide the
materials to Senz-It for its review prior thereto.
7. The following provision is hereby added to Article 7:
7.11 No Issuance of Securities. WDAM agrees, and will
obtain agreement from each of its Directors prior to the Closing,
that no securities of WDAM shall be issued without the written
permission of all of the Shareholders, except shares issued for
services as agreed by WDAM and the Shareholder, and no action will be
taken that could result in the shares of Series A Preferred Stock to
be considered outstanding, unless and until the Director and Officer
insurance set forth in Section 7.9 is obtained.
10. The following provisions are hereby deleted in their
entirety:
Section 9.1(D)
D. Approval by WDAM Shareholders. The Closing shall
be subject to the approval of the transactions contemplated
hereby by the shareholders of WDAM.
Section 9.2(D)
D. Approval by WDAM Shareholders. The Closing shall
be subject to the approval of the transactions contemplated
hereby by the shareholders of WDAM.
11. Exhibit A is hereby deleted in its entirety and replaced
with the exhibit attached hereto as Exhibit A.
12. Exhibit B is hereby deleted in its entirety and replaced
with the exhibit attached hereto as Exhibit B.
13. Exhibit C is hereby deleted in its entirety and replaced
with the exhibit attached hereto as Exhibit C.
14. The obligation of Senz-It to deliver Exhibit G, and the
obligation of WDAM to deliver Exhibit H, is hereby waived.
15. Except as expressly provided herein, the Agreement shall
remain in full force and effect.
16. This Amendment may be executed in two or more counterparts
and delivered via facsimile, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, WDAM, Senz-It, and the Shareholders have
caused this Amendment to be signed by their respective officers
hereunto duly authorized, all as of the date first written above.
"Senz-It" "WDAM"
Senz-It, Inc., World Am, Inc.,
a California corporation a Nevada corporation
/s/ Xxxxxx Xxxxx /s/ Xxxxx X. Xxxxxxxxx
By: Xxxxxx Xxxxx By: Xxxxx X. Xxxxxxxxx
Its: Chairperson Its: President
"Shareholders"
SUTI Holdings, LP
By: Select University
Technologies, Inc.
Its: General Partner
/s/ Xxxxxxxxx X. Xxxxxx
By: Xxxxxxxxx X. Xxxxxx
Its: President
Exhibit A
Senz-It Shares
Name No. of Senz-It No. of WDAM No. of WDAM
Shares Common Shares Preferred
Underlying Shares
WDAM Warrant
SUTI Holdings, LP 1,000,000 18,000,000 55
