THIS IS AN AMENDMENT, DATED AS OF NOVEMBER 8, 2004, TO A SHARE EXCHANGE
AGREEMENT, (the "Agreement") made on the 15th day of September, 2004, by and
between
1) Orion Diversified Technologies, Inc. a New Jersey corporation with an
office at 000 Xxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 ("Orion"),
2) Ovale, S.A., a Swiss societe anonyme with its principal office at 36
Boulevard, Helvetique XX-0000 Xxxxxx, Xxxxxxxxxxx ("Ovale"),
3) The individual holders of all 100 outstanding Class A shares of Ovale's
common stock, 1,000 CHF (i.e., Swiss Francs) par value and the individual
holders of all 150 outstanding Class B shares of Ovale's common stock,
5,000 CHF par value (the "Ovale Shares") (the "Ovale Shareholders"), and
4) Xxxxxxxx Xxxxxx, a Lender, with his principal place of business at 36
Boulevard, Helvetique XX-0000 Xxxxxx, Xxxxxxxxxxx ("Xxxxxx").
Orion, Ovale, the Ovale Shareholders, and Xxxxxx are sometimes hereinafter
individually referred to as a "Party" and collectively as the "Parties."
PREMISES
The Xxxxxx-Ovale Loan
1. Among other things the Agreement provides that:
a Since May 9, 2003, Xxxxxx, as a lender to Ovale, has arranged for a loan to
be made to Ovale for a maximum of (euro)700,000 (the "Xxxxxx-Ovale Loan");
b Xxxxxx and Ovale have agreed that Xxxxxx will accept shares of Orion in
payment of the Xxxxxx-Ovale Loan;
c Xxxxxx, as Lender, shall assign the Xxxxxx-Ovale Loan to Orion, and Orion
shall issue to Xxxxxx, up to 1,166,900 Orion Shares at the ratio of 1.667
Orion Share per Euro of the Xxxxxx-Ovale Loan outstanding for the
assignment of the Xxxxxx-Ovale loan";
2. Since September 15, 2004, the date of the Agreement Xxxxxx has arranged for
hitherto uncommitted funds to be committed so that the entire (euro)700,000
is now available to Ovale. Of that (euro)700,000 sum, (euro)256,106 has
been delivered directly to Ovale and (euro)443,894 has been placed in trust
for delivery to Ovale upon issuance of the 1,166,900 Orion shares. Orion is
now prepared to take the assignment of the Xxxxxx-Ovale Loan in exchange
for its issuance of the 1,166,900 Orion Shares.
Orion's acquisition of all the Ovale Shares
3. The Agreement further provides:
a The Ovale Shareholders shall sell, assign, transfer, convey and deliver all
the Ovale Shares (and the certificates representing them) to Orion; and
Orion shall accept the Ovale Shares in exchange for 10,608,100 newly issued
Orion Shares delivered to the Ovale Shareholders on a pro rata basis.
Ovale Representation:
4. Ovale represents that the Class A and the B Shareholders of Ovale,
combined, are entitled to the 10,608,100 Orion shares to be issued in
exchange for all the Ovale shares.
The Parties Agree
5. The Parties agree that the 10,608,000 Orion shares plus the 1,166,900 Orion
shares to be issued for the assignment of the Xxxxxx-Ovale Loan constitute
the 11,775,000 Orion shares to be issued pursuant to the Agreement.
Orion representation:
6. Ovale represents that it has 5,900,000 authorized but unissued shares of
common stock. Upon issuance of the 1,166,900 shares in exchange for the
assignment of the Orion-Ovale Loan, Orion will have 4,733,100 shares
authorized but unissued.
7.
AGREEMENT
8. In order to release the (euro)443,894 from the trust, to induce the Class A
shareholders of Ovale to cooperate in this transaction, and the Class B
shareholders of Ovale to defer in the receipt of their shares of Orion, the
parties have agreed to conduct two closings, an Initial Closing and a
Second Closing.
The Initial Closing
9. At the Initial Closing, the 5,900,000 Orion Shares shall be delivered in
escrow to the Swiss Escrow Agent named below to be held by him until he
shall transmit to the Parties hereto by e-mail his certificate (the "Escrow
Certificate") that:
a the 1,166,900 shares have been delivered to the owners of the
Orion-Ovale Loan,
b the Orion-Ovale Loan has been assigned to Orion,
c the 4,733,100 Orion shares have been delivered to the Ovale
shareholders that participate in the Initial Closing as per the
attached schedule 1.
d all the Class A shares of Ovale have been delivered to him on behalf
of Orion,
e all the Class B shares of Ovale have been delivered to him on behalf
of Orion,
f the entire (euro)443,894 held in trust, as recited above, has been
released to Ovale for use in its business, and
g Ovale has become a wholly-owned subsidiary of Orion subject to the
terms of the Agreement and this Amendment; and
h he holds in escrow all the shares of Ovale subject to completion of
the Second Closing.
10. At the time of the Initial Closing, Orion agrees that:
a it will reserve upon its books the additional 5,875,000 shares (the
"Additional Shares") which are to be issued to the Shareholders of
Ovale pursuant to the attached Schedule 1.
b the shares of Ovale received on behalf of Orion will be held in escrow
by the Swiss Escrow Agent until the Second Closing takes place.
The Second Closing
11. In addition to fulfilling the terms of the Agreement not fulfilled at the
Initial Closing, the conditions for the delivery of the Additional Shares
at the Second Closing are the following:
a Ovale shall deliver to Orion, the financials statements provided for
in the Agreement,
b Orion shall obtain authorization from its shareholders to amend its
charter to increase the number of authorized shares to 20,000,000
shares of which all but 2,500,000 shares shall be common stock, and
the 2,500,000 shares shall be designated as a class of preferred
stock, the terms of which shall be at the discretion of the board of
directors of Orion.
c Upon authorization, Orion shall file an appropriate amendment to its
certificate of incorporation to affect the change in the number of
authorized shares.
12. At the Second Closing the 5,875,000 shares shall be delivered to the Ovale
Shareholders pursuant to the attached schedule 1 and the Ovale shares held
by the Swiss Escrow Agent shall be released to Orion.
13. The parties agree that the Board of Directors of Orion shall remain as
constituted at the date of this amendment until the Second Closing, and
that at the Second Closing, those directors shall resign in favor of a
Board of Directors to consist of Xxxxx Xxxxx, Xxxxxxxx Xxxxxx and Xxxxxx
Xxxxx, and the reconstituted Board shall designate Xxxxxxxx Xxxxxx as
President and Treasurer, and Xxxxxx Xxxxx as Vice President and Secretary.
14. Except as expressly modified by this amendment all the terms of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ORION DIVERSIFIED TECHNOLOGIES, INC.
By: /s/Xxxxx Xxxxx
Xxxxx Xxxxx, President
ATTEST:
By: /s/Xxxxxx Xxxxxx
Xxxxxx Xxxxx, Secretary
OVALE S.A.
By: /s/Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx, President
ATTEST:
By: _____________________
Member of the Board
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Xxxxxxx Xxxxxx, as Class A Shareholder solely as to section 1.1(1) and Art III.
--------------------------
Xxxxxxx Xxxxxx, as Class B Shareholder solely as to section 1.1(1) and Art III.
----------------------------
Xxxxxxx Xxxxxx, as representative of the June Borrowers solely as to section
1.1(2)
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Xxxxxxx Xxxxxx, as Lender solely as to section 1.1(3) and Art. IIIA.
--------------------------
Xxxxxxxx Xxxxxxx, Swiss Escrow Agent
