Exhibit 2.2
THE GREAT AMERICAN BACKRUB STORE, INC.
00 XXXX 00XX XXXXXX, XXXX 0000
XXX XXXX, XXX XXXX 00000
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Telephone (000) 000-0000
October 16, 0000
Xxxxx International Corp.
0000 000xx Xxxxxx X., Xxxxx 000
Xxxxxxxxxx, XX 00000
Att: Xxxxx Xxxx, President
Re: Securities Exchange Agreement
Ladies and Gentlemen:
Reference is hereby made to the Securities Exchange Agreement ("the
Agreement") dated as of September 30, 1997 by and between The Great American
BackRub Store, Inc., a New York corporation ("Purchaser"), and Ascot
International Corp., a Delaware corporation ("Ascot"), being the sole
Stockholder of Caribsun Corp., a Delaware corporation ("Caribsun"). Unless
defined herein, all capitalized terms used in this amendment shall have the
meanings defined in the Agreement.
Ascot International Corp. has informed the Purchaser that it is not
able to deliver the Closing Balance Sheet in the form required by paragraph
3.2(b) of the Agreement. The parties to the Agreement wish to extend the
Closing dated until October 16, 1997 and are willing to close the transactions
contemplated by the Agreement with the amendments set forth herein.
The parties hereby agree to amend the Agreement as follows:
(1) Section 3.2 of the Agreement is amended:
(a) to amend paragraphs 3.2(a), (b)and (c) to read as follows:
"(a) In full consideration for the acquisition of Caribsun
Shares, the Purchaser will issue to Ascot a sufficient
number of Purchaser Shares to equal 80% of the outstanding
shares of Purchaser Common Stock after giving effect to such
issuance and assuming that all currently existing options,
warrants and other securities presently convertible into
shares of the Purchaser Common Stock had been exercised and
converted on the Closing Date (the "Initial Number of
Purchaser Shares"). The calculation used to determine the
Initial Number of Shares is annexed to this Agreement as
Amended Schedule 3.2. The Purchaser will deliver 11,000,000
Purchaser Shares to Ascot at Closing (the "Downpayment
Shares").
(b) The number of Purchaser Shares shall be subject to
adjustment as follows:
By November 15, 1997, Ascot will deliver a Balance Sheet of
Caribsun at October 15, 1997 audited by Xxxxxx Xxxxxxxx &
Associates. The audited balance sheet of Caribsun as of
October 15, 1997 shall be referred to in this Agreement as
the "Closing Balance Sheet." In the event that the net worth
of Caribsun shown on the Closing Balance Sheet which will be
reflected as net worth of the Purchaser following
consolidation is less than $4,500,000, the number of
Purchaser Shares to be issued to Ascot in exchange for the
Caribsun Shares shall be reduced (but not increased) by the
number of shares determined by subtracting the difference
between $4,500,000 and the net worth of Caribsun set forth
on the Closing Balance Sheet, dividing by $4,500,000 and
multiplying the result by the Initial Number of Purchaser
Shares. The reduced number of Purchaser Shares thus obtained
shall be the final purchase price for the Caribsun Shares.
In the event the Closing Balance Sheet is not delivered to
the Purchaser by November 15, 1997, the number of Purchaser
Shares shall be reduced by 500,000 and thereafter to be
reduced 500,000 for each month or portion thereof that the
Closing Balance Sheet is late.
(c) In the event that there are not a sufficient number of
authorized, unissued and unreserved shares of Purchaser's
Common Stock, to issue the number of Purchaser Shares
equaling the final purchase price, the Purchaser will
promptly call a meeting of shareholders, or take appropriate
action by consent to authorize the additional number of
shares to fully pay the final purchase price. In the event
the outstanding shares of Purchasers Common Stock are
increased or reduced without the receipt of consideration as
a result of corporation action by the Purchaser, the number
of share so Purchasers Stock comprising the shortfall will
be proportionately reduced or increased."
(b) to add the following paragraph 3.2(d):
"(d) Certificates representing the "Downpayment Shares",
together with stock power duly endorsed in blank by Ascot
shall be held in escrow pursuant to an escrow agreement with
Xxxxxx & Xxxxxxxxx LLP, in form and substance acceptable to
Ascot."
(2) Section 4.12 is deleted in its entirety.
(3) Article IV is amended to add the following Section 4.20:
"4.20 Issuance of Preferred Stock. The holder of a
$5,000,000 Note payable by Caribsun shall have agreed in
writing to exchange such for preferred stock which is not
callable at the option of the holder."
(4) Article VI is amended to add the following Section 6.8:
"6.8 Financing. Ascot agrees to provide the Purchaser with
financing in an amount not less than $150,000 by November
15, 1997 to fund the operation of the BackRub Stores. In the
event such funding is not received by November 15, 1997, the
final purchase price for Caribsun shall be reduced by
500,000 Purchaser Shares."
Except as modified by this amendment, all other provisions of the
Agreement shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
Please sign and date this amendment in the spaces provided below to
confirm our mutual understandings and agreements as set forth in this Letter
and return a signed copy to the undersigned..
Very truly yours,
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
President
Acknowledged and agreed to:
CARIBSUN CORP.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
Date: _________________________
ASCOT INTERNATIONAL CORP.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
Date: ______________________________
COCONUT HALL RESORT LIMITED
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
Date:_______________________________
