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EXHIBIT 10.12.1
AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (the "Amendment") is made and entered
into as of the 24th day of June 2000 by and between ICX XXXXXXXXXXX.XXX, a
corporation organized and existing under the laws of the State of California
(the "Company") and MAGNECOMP INTERNATIONAL LIMITED, a corporation organized and
existing under the laws of the nation of Singapore (the "Investor").
RECITALS
A. The Company and the Investor have entered into that certain Share Purchase
Agreement, dated as of April 25, 2000, pursuant to which the Investor
purchased certain shares of preferred stock and warrant rights from the
Company (the "Purchase Agreement").
B. The parties have subsequently agreed upon the form of Warrant Certificate to
be utilized by the Investor in its investment transaction, a copy of which
is attached as Exhibit A to this Amendment (the "Warrant").
C. The Purchase Agreement requires certain technical modifications to be
consistent and in agreement with the Warrant as agreed between the parties,
and this Amendment is intended to make such technical corrections in the
Purchase Agreement and to ensure conformity between the Purchase Agreement
and the Warrant.
AMENDMENTS
1. Section 1(c) of the Purchase Agreement is hereby amended to read, in its
entirety, as follows:
(c) Five hundred thousand (500,000) Shares (the "Warrant Shares")
pursuant to the exercise of a Warrant Certificate (the "Warrant")
in the form of Exhibit A attached hereto for an aggregate purchase
price of Two Million Dollars ($2,000,000), to be exercisable
within one (1) year of the date of execution of this Agreement.
Subsequent to the full and complete exercise of the Warrant,
assuming that the Investor has purchased nine hundred twenty-five
thousand (925,000) Shares as contemplated herein, its ownership
shall equal not less than twenty percent (20%) of the issued and
outstanding equity of the Company on a fully-diluted basis. The
Warrant shall be exercised in accordance with the following
schedule (as more particularly set forth in the Warrant): (i) upon
completion of the First Triggering Event, the Investor shall
exercise two hundred fifty thousand (250,000) of the Warrant
Shares, representing one-half of the total Warrant Shares
purchased hereunder, subject to adjustment from time to time as
set forth in the Warrant Certificate; and (b) upon completion of
the Second Triggering Event, the Investor shall exercise another
two hundred fifty thousand (250,000) Warrant Shares, representing
(together with the Warrant Shares exercised upon completion of the
First Triggering Event) all of the Warrant Shares purchased
hereunder, subject to adjustment from time to time as set forth in
the Warrant Certificate. For purposes of this Section 1(c), the
term "First Triggering Event" shall mean the filing by the
Corporation with the United States Securities and Exchange
Commission (the
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"SEC") of a Registration Statement for the registration of certain
of its securities for public offer and sale; and the term "Second
Triggering Event" shall mean the declaration by the SEC of the
effectiveness of a Registration Statement filed by the
Corporation, permitting the Corporation to make a public offering
and sale of its securities.
2. Section 1(e)(iii) of the Purchase Agreement is hereby amended to read, in
its entirety, as follows:
(iii) immediately subsequent to the full and complete exercise of the
Warrant, the Full Dilution Amount will be four million six hundred
twenty-five thousand (4,625,000) shares of stock, including the
securities issued in connection with: (1) the exercise of the
Warrant; (2) an Initial Public Offering of 1,000,000 shares of the
Company's common stock; (3) the Xxxxxxxx Financing; and (4) any
incentive stock options issued to employees, consultants,
directors or advisors of the Company.
3. Except as otherwise specifically set forth in this Amendment, each and
every other provision of the Purchase Agreement shall be and remain in
full force and effect as set forth therein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
THE COMPANY:
ICX XXXXXXXXXXX.XXX WITNESS:
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx
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Xxxx X. Xxxxxx
President/CEO
THE INVESTOR:
MAGNECOMP INTERNATIONAL WITNESS:
LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx
Chairman & CEO
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