FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
BETWEEN OLYMPIC ENTERTAINMENT GROUP, INC.
AND
EXAM USA, INC. DATED AS OF FEBRUARY 9, 2004
This First Amendment (this "Amendment") is made to correct or restate
terms and agreements between the parties to the above referenced agreement (the
"Agreement") which occurred or have been agreed to subsequent to the execution
of the Agreement in order to evidence the terms and agreements of the parties to
the Agreement as such have been changed and is not intended to, nor should any
other term or provision of the Agreement be construed to, alter, amend or change
in the Agreement except as specifically set forth as follows:
1. The date in the opening paragraph should be changed to "the 9th day of
February 2004";
2. Xxxx Xxxx Xxxxx is hereby made a party to the Agreement, as a
shareholder of the Company. All references to Shareholder in the Agreement
include Xxxx Xxxx Xxxxx, and where the context so requires, all such references
are amended to refer to the "Shareholders."
3. Section 1.1 (a) shall be restated to read: "(a) the Company shall issue
and deliver to each of the Sellers the number of authorized but unissued shares
of Series E Preferred Stock set forth opposite each Sellers' name set forth on
Schedule 1 hereto. Each share of Series E Preferred Stock will be convertible
into 10 shares of Common Stock, in accordance with the terms of the Certificate
of Designation for the Series E Preferred Stock previously filed with the
Secretary of State for the State of Nevada, and ...."
4. Section 1.1 (c) shall be restated to read as follows:
"(c) the Company currently has 15,000,000 shares of its $0.001
par value Common Stock issued and outstanding. A one for fifteen
(1 for 15) reverse split on the Company's Common Stock thereby
resulting in 1,000,000 shares issued and outstanding, will be
filed by the Company prior to the Closing (but which will go
effective after the Closing). After giving effect to (i) the
conversion of the 1,800,000 shares of Series E Preferred Stock at
a conversion rate of ten shares of Common Stock for each share of
Series E Preferred Stock (10:1); and (ii) conversion of the
40,000 shares Series D Preferred Stock at a conversion rate of
twenty five shares of Common Stock for each share of Series D.
Preferred Stock, the Company shall have 20,000,000 post reverse
split shares of Common Stock issued and outstanding."
5. Section 1.2 shall be restated to read as follows: "Time and Place of
Closing. The closing of the transactions contemplated hereby (the "Closing")
shall take place at the offices of Xxxxx & Xxxxxx LLP on June 3, 2004 (the
"Closing Date") at 2:00 P.M., or at such other place as the Company and the
Sellers may agree."
6. Section 2.3 is hereby amended by deleting the first sentence thereof and
replacing it with the following: "The authorized capital stock of the Company,
assuming the effectiveness of the reverse split, but immediately prior to giving
effect to the transactions contemplated hereby, consists of one million
(1,000,000) shares of Common Stock of which 1,000,000 shares are issued and
outstanding as of the date hereof and five million (5,000,000) shares of
Preferred Stock, par value $0.01 per share, of which 40,000 shares, designated
Series D Preferred Stock, are issued and outstanding."
7. Section 3.4 is hereby revised as follows, (a) the first sentence is
hereby revised by replacing the date "December 31, 2003", with the date "May 31,
2003", and (b) the second sentence is deleted in its entirety and replaced with
the following "Such financial statements indicate that EXAM has pre-tax profits
in excess of $750,000."
8. Section 4.1 is deleted and replaced with the following:
"4.1 Indemnity of the Company, Exam and the Sellers. The
Shareholders hereby agree to jointly and severally defend, indemnify and hold
harmless each of the Company, Exam and each Seller (each an "Indemnified
Party"), from an against, and to reimburse each Indemnified Party with respect
to, all liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
such Indemnified Party by reason of, arising out of, or in connection with any
(i) transaction, act or omission to act by the Company and/or any Shareholder
prior to the Closing Date, and (ii) material breach of any representation or
warranty contained in this Agreement made by the Company or the a Shareholder or
in any document or certificate delivered by the Company either Shareholder
pursuant to the provisions of this Agreement or in any connection with the
transactions contemplated thereby. The foregoing indemnity shall specifically
include the state tax lien recorded by the Employment Development Department on
December 2, 1999, file number 9934860795.
9. Section 6.1 is amended to add subsection (d), which reads "The Company
shall have filed for a 15 to 1 reverse split of its common stock, which the
Company represents will go effective within 10 days after filing, without
exception."
10. Section 5.1 (i), (k) and (l) shall be restated to read:
"(i) certificate(s) representing 1,800,000 shares of Series E
Preferred Stock (which are convertible into 18,000,000 post
reverse split shares of the Company's $0.01 par value Common
Stock) issued in the denomination as set forth opposite their
respective names on Schedule 1 to this Agreement, duly
authorized, validly issued, fully paid for and non-assessable;"
and
"(k) series D preferred stock totaling 40,000 shares deposited
into an escrow to be released in accordance therewith, including
holding 25,000 shares of common stock (assuming conversion of the
series D preferred stock) which shall be held in escrow for a
period of 12 months as security for the indemnity obligations
contained in Section 4.1 above."
"(l) Resolutions from the Company's current directors authorizing
reduction of Series D Preferred Stock from 98,000 to 40,000,
waiving conditions to conversion and authorizing the conversion
of 40,000 Series D Preferred Stock into 1,000,000 post split
common share of the Company."
Except as specifically restated above, the other terms, conditions,
provisions or agreements remain in full force and effect as stated therein.
Capitalized terms used, but not defined in this Amendment, shall have the
meanings ascribed to them in the Agreement.
Signed as of this 3rd day of June, 2004
OLYMPIC ENTERTAINMENT GROUP, INC. EXAM USA, INC.
By: /s/ Xxxxxxx Xxxxxxx By: /s/Xxxxx Xxxxxx
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Xxxxxxx Xxxxxxx
Its: CEO and President Its: Secretary
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Shareholder
Xxxx Xxxx Xxxxx, Shareholder (agreeing to be
bound by the terms of the Agreement as amended)
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxxxxx Xxxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx, Stockholder
/s/ Xx Xxxxxxxxxxx
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Xx Xxxxxxxxxxx, Stockholder
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxxxxx Xxxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxxxx Xxxxxxxxxxx
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Xxxxxxx Xxxxxxxxxxx, Stockholder
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, Stockholder
/s/ Misaki Hirabayashi
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Misaki Hirabayashi, Stockholder
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, Stockholder
/s/ Mie Hata
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Mie Hata, Stockholder
/s/ Riemi Hata
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Riemi Hata, Stockholder
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, Stockholder
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Stockholder
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Stockholder
