Exhibit 1.2
Logica Holdings, Inc. / Xxxxxxx X'Xxxx, XX
Post-Closing Agreement
Reference is hereby made to that certain Merger and Stock Purchase
Agreement dated as of June 23, 2008 (the "MSPA"), by and between Xxxxxxx X'Xxxx,
XX and Logica Holdings, Inc. All capitalized terms used in this Post-Closing
Agreement and not otherwise defined herein have the meanings assigned to them in
the MSPA.
The undersigned hereby agree, with respect to each matter set forth in
Schedule A attached hereto, to ensure that each such matter therein shall have
been accomplished within ten (10) business days after the Closing, subject to
written extension by, and in the sole discretion of, the receiving party, which
shall not be unreasonably withheld. We hereby further agree that this
Post-Closing Agreement shall be deemed to constitute an addendum to the MSPA and
incorporated therein by reference.
This Post-Closing Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada. This Post-Closing Agreement may be
executed in two or more counterparts each of which shall constitute an original
but all of which when taken together shall constitute but one Agreement.
Delivery of an executed counterpart of a signature page to this Post-Closing
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. This Post-Closing Agreement may not be amended or
modified except in writing signed by all the parties hereto.
Accepted as of the date when first written above by:
CEO of Logica Holdings, Inc.
By: ________________________
Xxxx X. Xxxxxxxxxxx
Shareholder of Dolphin Digital Media, Inc.
By: ________________________
Xxxxxxx X'Xxxx, XX
SCHEDULE A
Post Closing Items List
----------------------------- --------------------------------------------------
Party Responsible Action Required
----------------------------- --------------------------------------------------
Logica Holdings Issuance and Delivery of 24,063,735 Shares of
Logica Holdings Common Stock to Xxxxxxx X'Xxxx, XX
or his Nominee
----------------------------- --------------------------------------------------
Logica Holdings Appointment of Xxxxxxx X'Xxxx, XX as Chairman and
CEO
----------------------------- --------------------------------------------------
Dolphin Digital Media Issuance and Delivery of all of the Share Capital
in Dolphin Digital Media to Logica Holdings
----------------------------- --------------------------------------------------
Dolphin Digital Media Presentation of an updated financial statement as
of the date of the Closing
----------------------------- --------------------------------------------------
Dolphin Digital Media Survivability letter of consent of licensing
agreement from Dolphin Entertainment
----------------------------- --------------------------------------------------
