AMENDMENT TO SHARE EXCHANGE AGREEMENT
AMENDMENT TO SHARE EXCHANGE AGREEMENT, dated as of November 30, 2003, by
and among SCL VENTURES, LTD., a British Virgin Islands company having an address
at Suite 4000, 000 X. Xxx Xxxxx Xxxxx X, Xxxx Xxxxxxxxxx, XX 00000 ("SCL"),
LASER RECORDING SYSTEMS, INC., a New Jersey corporation having an address at
0000 Xxx Xxxx Xxxxxx, Xxxxxxxxxx Xxxxxxx, XX 00000 ("Laser" or the "Company"),
certain shareholders of SCL signatory hereto ("SCL Signatory Shareholders"), and
certain shareholders of Laser signatory hereto (the "Laser Signatory
Shareholders").
WHEREAS, SCL, Laser, the SCL Signatory Shareholders and the Laser Signatory
Shareholders entered into that certain Share Exchange Agreement, dated as of May
20, 2003 (the "Exchange Agreement"); and
WHEREAS, SCL, Laser, the SCL Signatory Shareholders and the Laser Signatory
Shareholders wish to amend certain provisions of the Exchange Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties, intending to be legally bound,
agree as follows:
1. Amended Closing Date; Right to Terminate.
a. Section 5.1 of the Exchange Agreement relating to the definition
of the term "Closing Date," is hereby amended to read in its
entirety as follows:
"5.1 The Closing of the Exchange shall take place upon five days'
written notice from SCL to Laser, but no later than March 31,
2004 (the "Closing Date")."
b. Clause (iii) of Section 13.1.2 of the Exchange Agreement is
hereby deleted in its entirety.
2. Definitions of Agreement; Transaction Documents. The term "Agreement,"
as used in the Exchange Agreement shall mean the Exchange Agreement as modified
and amended by this Amendment to Share Exchange Agreement, and the term
"Transaction Documents," as used in the Exchange Agreement and which includes
the "Agreement," shall mean the "Agreement" as such term is hereby amended.
3. Consent to Assignment. Laser and the Laser Signatory Shareholders
acknowledge the assignment by SCL of the Suntek opportunity to Glendora, Ltd.
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pursuant to the terms of an Assignment Agreement, dated as of August 1, 2003,
and that all references to Suntek in the Exchange Agreement are hereby null and
void and of no further force or effect.
4. Legal and Auditing Fees. SCL hereby agrees, that in the event that the
Exchange does not close, that SCL shall reimburse Laser the amount incurred and
payable by Laser and not payable pursuant to the Escrow Agreement (as defined in
the Exchange Agreement) for legal and accounting fees in connection with the
Exchange.
5. Consents. SCL and the SCL Signatory Shareholders represent and warrant
that the execution, delivery and performance by SCL of this Amendment Agreement
has been duly authorized by action of the Board of Directors of SCL. Laser and
the Laser Signatory Shareholders represent and warrant that the execution,
delivery and performance by Laser of this Amendment Agreement has been duly
authorized by action of the Board of Directors of Laser.
6. Report on Form 8-K. Laser, SCL and their respective counsel shall
prepare a Current Report on Form 8-K for timely filing with the SEC with respect
to the execution and delivery of this Amendment Agreement, without violating any
of the requirements of Regulation FD.
7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement
as of the date first above written, by signing on the appropriate signature page
hereto.
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SCL SIGNATURE PAGE
TO
AMENDMENT AGREEMENT DATED AS OF NOVEMBER 30, 2003
SCL VENTURES, LTD.
By:
-------------------------
Xxxxxxxx Xxxxxxxx
President
SCL SIGNATORY SHAREHOLDERS
----------------------------- -----------------------------
Xxxxxxxx Xxxxxxxx Xxxx Xxxx
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Xxxxxx Xxxxxxxxx
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LASER SIGNATURE PAGE
TO
AMENDMENT AGREEMENT DATED NOVEMBER 30, 2003
LASER RECORDING SYSTEMS, INC.
By:
-------------------------
Xxxx Xxxxxxxxx
Chief Executive Officer
LASER SIGNATORY SHAREHOLDERS:
----------------------------------- ----------------------------------
Xxxx Xxxxxxxxx Xxxxxx Neivera
-----------------------------------
Xxxxxx Xxxx
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