EXH10-27
SHARE PURCHASE AMENDING AGREEMENT
THIS AGREEMENT made this 15th day of September between MIDDLE EAST
SPECIALIZED CABLES CO. ("the Purchaser") and FIBERCORE INCORPORATED ("the
Company") a Nevada Corporation.
WHEREAS the Purchaser entered into a Share Purchase Agreement of the
13th day of April 1995 for the purchase 200,000 shares of the Company upon
certain terms and conditions as more particularly set forth in the said
agreement;
AND WHEREAS the Company amalgamated with Venturecap, Inc. pursuant to
the terms of an agreement and plan of reorganization dated the 18th day of July
1995;
WHEREAS pursuant to terms of the amalgamation agreement and plan of
reorganization the authorized share capital of Venturecap Inc. at the time of
the merger would be increased to 100,000,000 Common shares and 10,000,000 shares
of preferred stock with a par value of $.001 per share and the shares of the
shareholders of FiberCore Incorporated would be converted to shares of
Venturecap Inc. on an exchange ratio of 3.6713070 of Venturecap Inc. for each
share of FiberCore Incorporated held;
AND WHEREAS the shares of the Company which the Purchaser agreed to
purchase pursuant to the April 13th Agreement have not yet been issued and it is
desirable to clarify and define the number or shares and warrants which will now
be issued to the Purchaser as a result of the merger and alteration in
authorized share capital of the merged company.
NOW THEREFORE in consideration of the premises and the mutual covenants
and agreements herein contained the parties agree as follows:
1. SECTION 1 of the Agreement of April 13th 1995 between the parties is hereby
amended by deleting Sections 1 "Offer", Section 2 "Acceptance" and Section 3
"Delivery of Shares and Warrants" and substituting the following new Sections 1,
2 and 3 therefor:
Offer
1.1 The Purchaser hereby agrees to subscribe for and purchase
734,262 shares of the Company at the purchase price of
$1.36191 in two blocks of 367,131 and shares subject to the
conditions hereinafter set forth.
1.2 Upon execution and delivery of this agreement by both parties
the Purchaser will pay to the Company the sum of $500,000
against delivery of the first block of 367,131 shares of the
Company subject to the terms and conditions of this offer (the
"first closing").
1.3 Upon acceptance of the offer and in addition to the delivery
of the 367,131 shares of FiberCore to the Purchaser, the
Company shall:
a) deliver into escrow 312,061 shares of the FiberCore
in consideration of the Purchaser and its partners
agreeing to enter into a contact for the exclusive
supply of FiberCore products to the MEFC Joint
Venture. The escrowed shares are to be released to
the Purchaser upon the completion and execution of
the product supply contract between the Company and
MEFC;
b) deliver into the escrow 550,696 warrants, granting
the Purchaser the right to purchase 550,696 common
shares of FiberCore Incorporated for a purchase price
of $1.63429 per share exercisable in whole or in part
at any time within a 2 year period. The escrowed
warrants are to be delivered as further consideration
for the Purchaser and its partners agreeing to enter
into the contract for the exclusive supply of
FiberCore products to the MEFC Joint Venture. The
warrants are to be delivered to the Purchaser
immediately following execution of the product supply
agreement by the MEFC Joint Venture;
c) deliver into escrow 238,635 shares of FiberCore to be
released to the Purchaser immediately upon the
Purchaser exercising its rights to purchase shares
pursuant to the terms of the warrants referred to in
clause 1.3 (b).
1.4 The offer for the second block of shares is conditional upon
the parties hereto reaching an agreement as to the terms of a
joint venture company, Middle East Fiber Cables Co. ("MEFC")
to be formed in the Kingdom of Saudi Arabia to engage in the
manufacture and sale of fiber optic products and to sell and
distribute such products throughout the Middle East, Africa
and Turkey.
1.5 Upon execution by all of the partners of MEFC of all of the
documents required to complete the formation MEFC and to
define the respective interest, obligation and restrictions on
each of the joint venture partners including the exclusive
product supply agreement with the Company, the Purchaser will
pay to the Company the further sum of $500,000 against
delivery of the second block of 367,131 Shares subject to the
terms and conditions of this offer (the "second closing") and
the Vendor shall cause to be delivered to the Purchaser:
a) the 312,061 shares of the Company referred to in
clause 1.3 (a);
b) the 550,696 warrants referred to in clause 1.3 (b);
c) confirmation by the escrow agent that the 238,635
shares of the Company are being held for release to
the purchaser pending exercise of the warrants
referred to in clause 1.3 (b).
Acceptance
2.1 The Company agrees to sell to the Purchaser 734,264 Shares at
the subscription price of $1.36191 per Share in two blocks of
367,132 Shares each subject to the terms and conditions of
this offer and to deliver the 312,061 shares of the Company
referred to in clause 1.3(a), the 550,696 warrants referred to
in clause 1.3(b) and the 238,635 shares referred to in clause
1.3(c) to the Escrow Agent approved by the Purchaser. The
company further agrees that upon receipt of the purchase price
for the second block of 367,131 Shares, the entire amount of
the said purchase price ($500,000.00) for the said block of
shares shall be invested in MEFC as a capital contribution to
the joint venture by Company of its wholly owned subsidiary
and the Company or its subsidiary shall acquire a 15% interest
in MEFC upon payment of the said funds.
Delivery of Shares and Warrants
3.1 At the first closing upon payment of the purchase price for
the first block of 357,131 shares, the Company shall deliver
to the Purchaser one or more stock certificates registered in
the name of the Purchaser, an executed escrow agreement and a
confirmation from the Escrow Agent that the shares and the
warrants referred to in clause 1.3 have been delivered to the
escrow agent for release pursuant to the terms of this
Agreement. Within two business days prior to the first
closing, the Purchaser shall notify the Company in writing of
the names in which all shares and warrants are to be
registered.
3.2 At the second closing and upon the payment of the purchase
price for the second block for Shares, the Company shall
deliver to the Purchaser one or more stock certificates
registered in the name of the Purchaser or in such name or
names as may be designated by the Purchaser and delivery of
the shares referred to in clause 1.3(a) and the warrants
referred to in clause 1.3(b) registered in the name of the
Purchaser or in such name or names as may be designated by the
Purchaser.
2. All other terms, warranties and representations contained in the agreement of
April 13th, 1995 between the parties (other than the representation as to the
authorized capital of the company which has been increase to 100,000,000 Common
shares and 10,000,000 shares of preferred stock with a par value of $.001 per
share) are hereby confirmed and remain in full force and effect.
IN WITNESS WHEREOF that parties hereto have caused this Agreement to be
executed by their duly authorized representatives the day and year first above
written.
MIDDLE EAST SPECIALIZED CABLES CO.
per:___/s/______________________________
FIBERCORE, INC.
per:___/s/______________________________
