Exhibit 99.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
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THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (the "AMENDMENT") is entered
into this 30th day of May, 2003, by and among CARCORP USA CORPORATION, a
Delaware corporation ("CARCORP"), ELITE FLIGHT SOLUTIONS, INC., a Nevada
corporation ("Elite"), and the individuals listed on SCHEDULE A attached hereto
(individually, a "SHAREHOLDER" and collectively, the "SHAREHOLDERS").
RECITALS:
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A. Carcorp, Elite and the Shareholders previously entered into that
certain Share Exchange Agreement, dated February 4, 2003 (the "AGREEMENT").
B. Carcorp, Elite and the Shareholders desire to amend the Share
Exchange Agreement as set forth herein.
C. Carcorp, Elite and the Shareholders desire to effectuate the share
exchange transaction contemplated in the Agreement pursuant to the merger of
Elite with and into Carcorp as set forth herein.
D. In consideration of the merger of Elite with and into Carcorp, the
Shareholders desire to receive newly-issued shares of common stock, par value
$0.001 per share, of Carcorp (the "CARCORP COMMON STOCK"), on the terms and
conditions set forth herein and Carcorp desires to consummate such transaction
pursuant to the terms and conditions set forth herein.
AGREEMENT:
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NOW, THEREFORE, in consideration of the mutual premises herein set forth
and certain other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. INCORPORATION OF RECITALS. The above-stated recitals are true and
correct and are hereby incorporated by reference.
2. MERGER. Section 1.1 of the Agreement shall be amended in its entirety
to state as follows:
In accordance with the provisions of this Agreement, the Delaware
General Corporation Law (the "DGCL"), the Nevada Revised Statutes
(the "NRS"), and other applicable law, on the Closing Date (as
defined below), Elite shall be merged (the "MERGER") with and into
Carcorp at the Effective Time (as defined in Section 1.3), herein
with Carcorp being the surviving corporation in the Merger and shall
continue its corporate existence under the laws of the State of
Delaware. On the Closing Date, and by virtue of the Merger and
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without any action on the part of the Shareholders, all of the
then-issued and outstanding shares of capital stock of Elite shall be
automatically canceled and shall entitle the Shareholders to receive
the Merger Consideration (as defined below). In consideration of the
Merger, Carcorp shall issue, and deliver, to the Shareholders in the
denominations set forth opposite each Shareholder's name on SCHEDULE
A attached hereto, newly-issued shares of Carcorp Common Stock. The
total number of shares of Carcorp Common Stock to be issued to the
Shareholders shall be equal to one hundred five million seven hundred
fifty-nine thousand two hundred ninety-seven (105,759,297) shares,
which shall equal ninety percent (90%) of the issued and outstanding
capital stock of Carcorp. The shares of Carcorp Common Stock to be
issued as part of the Merger are referred to herein as the "CARCORP
SHARES," also sometimes referred to hereinafter as the "MERGER
CONSIDERATION." Carcorp is unable to deliver on the Closing Date the
total number of Carcorp Shares, as the total number of authorized
Carcorp Common Stock pursuant to its Certificate of Incorporation is
one hundred million (100,000,000). Therefore, the Merger
Consideration shall be paid to the Shareholders in two (2) traunches.
On the date hereof, Carcorp shall issue, pro rata, twenty-three
million five hundred two thousand sixth-six (23,502,066) shares of
Carcorp Common Stock to the Shareholders and shall issue the
remaining balance of eighty-two million two hundred fifty-seven
thousand two hundred thirty-one (82,257,231) shares of the Merger
Consideration to the Shareholders subsequent to an increase in the
authorized Carcorp Common Stock pursuant to an amendment to the
Certificate of Incorporation of Carcorp.
3. PLAN OF MERGER; ARTICLES OF MERGER. Section 1.3 of the Agreement shall
be amended in its entirety to state as follows:
The parties to this Agreement shall cause Carcorp and Elite to enter
into a plan of merger on the date hereof, a copy of which is attached
hereto as EXHIBIT "B" (the "PLAN OF MERGER"), and, at the Closing, to
execute the Articles of Merger in the form attached hereof as
EXHIBIT "C" (the "ARTICLES OF MERGER"). The Articles of Merger shall
be filed with the Secretary of States of Delaware and Nevada,
respectively, as soon as practicable on or after the Closing Date in
accordance with the DGCL (the "EFFECTIVE DATE").
4. APPROVAL OF MERGER. Section 1.4 of the Agreement shall be amended in
its entirety to state as follows:
By their execution of this Agreement, each Shareholder hereby
ratifies, approves and adopts the Merger and the Plan of Merger for
all purposes under the DGCL and NRS, respectively. On or before the
execution of this Agreement, the respective Boards of Directors of
Carcorp and Elite shall have approved this Agreement, the Plan of
Merger and the transactions contemplated hereby and thereby.
5. REGISTRATION. Section 2.5 of the Agreement shall be deleted in its
entirety.
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6. REIMBURSEMENT OF LEGAL AND ACCOUNTING EXPENSES. Section 2.13 of the
Agreement shall be added and state as follows:
Carcorp shall reimburse Xxxxxxx XxXxx for legal and accounting
expenses incurred by Carcorp in connection with the Merger,
including, but not limited to securities filings, upon presentation
of appropriate receipts therefor; PROVIDED, HOWEVER, such
reimbursement of expenses to Xx. XxXxx shall not exceed $50,000.
7. CAPITALIZATION AND RELATED MATTERS. Section 4.2(a) of the Agreement
shall be amended in its entirety to state as follows:
(a) Carcorp has authorized capital stock consisting of 100,000,000
shares of common stock, par value $0.001 per share, of which
21,751,033 shares were issued and outstanding as of the date hereof.
The Carcorp Shares will be, when issued, duly and validly authorized
and fully paid and non-assessable, and will be issued to the
Shareholder free of all encumbrances, claims and liens whatsoever.
8. SALE OF OWNERSHIP OF CARCORP USA, INC.. Section 8.5 of the Agreement
shall be amended in its entirety to state as follows:
Carcorp shall have sold its entire ownership interest in Carcorp USA,
inc., a Florida corporation, to Xxxxxxx XxXxx in exchange for ten
million (10,000,000) shares of Carcorp Common Stock previously issued
to Xx. XxXxx.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Amendment to be duly
executed by their duly authorized officers as of the day and year first above
written.
CARCORP USA CORPORATION
By:__________________________________
Name:________________________________
Title:_______________________________
ELITE FLIGHT SOLUTIONS, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
SHAREHOLDERS:
PARADISE RUN, LLC AMBER RUN, LLC
By:_________________________________ By:__________________________________
Name:_______________________________ Name:________________________________
Title:______________________________ Title:_______________________________
____________________________________ FUNDING ENTERPRISES, INC.
XXXXXX XXXXXX
By:__________________________________
Name:________________________________
Title:_______________________________
____________________________________
XXXX XXXXX
____________________________________ _____________________________________
XXXX XXXXX XXXXX XXXX
____________________________________ _____________________________________
XXXXX XXXX XXX XXXXXXX
