EXHIBIT 2.2
SHARE EXCHANGE AGREEMENT AMENDMENT NO. 1
DATED NOVEMBER 30, 2005
SHARE EXCHANGE AGREEMENT
by and among
BRAVO RESOURCES LTD., a Nevada corporation,
WOIZE LTD., a United Kingdom company,
ST JAMES'S SQUARE NOMINEES LIMITED,
a private limited company registered in England,
XXXXXX XXXXXXX
and
XXXXXX XXXXXXXX
AMENDMENT NO. 1
DATED NOVEMBER 30, 2005
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT is with effect from November
22, 2005, and entered into by and among BRAVO RESOURCES LTD., a Nevada
corporation ("BRAVO"), WOIZE LTD., a United Kingdom company ("WOIZE"), ST
JAMES'S SQUARE NOMINEES LIMITED, a private limited company registered in England
(the "WOIZE Shareholder"), XXXXXX XXXXXXX ("XXXXXXX"), and XXXXXX XXXXXXXX
("XXXXXXXX"). BRAVO, WOIZE, HALLDIN and XXXXXXXX are referred to collectively
herein as the "Parties."
WHEREAS, pursuant to Section 2.1 of the Share Exchange Agreement, the Closing of
the Share Exchange was to occur on or before November 22, 2005; and
WHEREAS, the Parties wish to extend the Closing Date to December 16, 2005; and
WHEREAS, Section 11.8 of the Share Exchange Agreement provides that the Parties
may amend the terms of the Share Agreement by written agreement;
NOW THEREFORE, the Parties hereby agree to extend the Closing date to December
16, 2005 and further agree to amend Sections 2.1, 3, 4, and 9.1 of the Share
Exchange Agreement by replacing each of them in their entirety with the
following paragraphs respectively:
2.1 TIME AND PLACE OF CLOSING; EFFECTIVE DATE. The closing of
the Share Exchange (the "Closing"), shall, unless otherwise
agreed to in writing by the parties, take place at such time
and place, as the Parties shall mutually agree, not later
than 5:00 p.m. Pacific Standard Time, December 16, 2005, the
Share Exchange will become effective and WOIZE shall become a
wholly owned
subsidiary of BRAVO upon filing of Articles of Exchange, in
the form attached hereto as EXHIBIT F, pursuant to Section
92A.200 of the Nevada Revised Statutes.
3. Except as expressly set forth and specifically identified by
the section number of this Agreement in the schedule
delivered by WOIZE to BRAVO contemporaneously with the
execution of this Agreement and updated, if necessary, at
least three (3) days prior to Closing (the "WOIZE Disclosure
Schedule"), WOIZE, HALLDIN and XXXXXXXX (collectively the
"Warranting Parties"), represent, warrant, and covenant to
BRAVO that the statements contained in this Article 3 are
correct and complete as of the date of this Agreement and
will be correct and complete as of Closing (as though made
then and as though Closing were substituted for the date of
this Agreement throughout this Article 3). The WOIZE
Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs
contained in this Article 3. "Knowledge" is herein defined to
mean actual knowledge after reasonable investigation.
4. Except as expressly set forth and specifically identified by
the section number of this Agreement in the schedule
delivered by BRAVO to WOIZE, HALLDIN and XXXXXXXX
contemporaneously with the execution of this Agreement and
updated, if necessary at least three (3) days prior to
Closing (the "BRAVO Disclosure Schedule"), BRAVO represents,
warrants, and covenants to WOIZE, HALLDIN and XXXXXXXX that
the statements contained in this Article 4 are correct and
complete as of the date of this Agreement and will be correct
and complete as of Closing (as though made then and as though
Closing were substituted for the date of this Agreement
throughout this Article 4). The BRAVO Disclosure Schedule
will be arranged in paragraphs corresponding to the lettered
and numbered paragraphs contained in this Article 4.
9.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing as follows:
(a) by mutual written consent of BRAVO and WOIZE and the
WOIZE Shareholder;
(b) by BRAVO or WOIZE and the WOIZE Shareholder by
written notice to the other party hereto on or
before the day prior to the Closing Date upon the
reasonable discretion of any party.
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(c) by BRAVO or WOIZE and the WOIZE Shareholder by
written notice to the other party hereto, if the
Closing shall not have occurred by 5:00 p.m. Pacific
Standard Time on the Closing Date (unless such event
has been caused by a breach of this Agreement by the
party seeking such termination);
(d) by BRAVO or by WOIZE and the WOIZE Shareholder if a
Governmental or Regulatory Body has permanently
enjoined or prohibited consummation of the Share
Exchange and such court or government action is
final and nonappealable;
(e) by BRAVO or by WOIZE and the WOIZE Shareholder, if
the other party hereto has failed to comply in any
material respect with any of its covenants or
agreements under this Agreement that are required
to be complied with prior to the date of such
termination.
Should WOIZE and the WOIZE Shareholder terminate this
Agreement for any reason other than as described in Section
9.1 hereof, WOIZE, HALLDIN and XXXXXXXX shall be jointly and
severally liable for any damages caused by the failure to
close. Similarly, if BRAVO should terminate this Agreement
for any reason other than as described in Section 9.1 hereof,
BRAVO shall be liable for all damages caused by the failure
to close.
Unless stated otherwise, capitalized terms herein shall have the same meaning
set forth in the Share Exchange Agreement and the exhibits thereto.
This Amendment No. 1 may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Share
Exchange Agreement as of the date first above written.
BRAVO RESOURCES LTD.
By: /s/ XXXXXX XXXXXX
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Name: XXXXXX XXXXXX
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Title: PRESIDENT
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WOIZE LTD.
By: /s/ XXXXXX XXXXXXX
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Name: XXXXXX XXXXXXX
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Title: DIRECTOR
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ST JAMES'S SQUARE NOMINEES LIMITED
By: /s/ XXXXXX X'XXXXXXX
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Name: XXXXXX X'XXXXXXX
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Title: DIRECTOR
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/s/ XXXXXX XXXXXXX
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XXXXXX XXXXXXX
/s/ XXXXXX XXXXXXXX
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XXXXXX XXXXXXXX
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