AMENDMENT TO
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (this
"Amendment") is entered into effective October 1, 2002, by and between
Precom Technology, Inc., a Florida corporation ("Precom"),
International Financial Concierge Services, Inc., a Florida corporation
("IFCS") and the persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and
outstanding stock of IFCS.
RECITALS
WHEREAS, the parties hereto entered into a certain Share Exchange
Agreement, dated October 1, 2002, (the "Exchange Agreement"); and
WHEREAS, the parties hereto desire to amend the Exchange Agreement as
set forth herein.
AGREEMENT
1. All references to Series B Preferred Stock is deleted and
replaced by Series A Preferred Stock.
2. Exhibit B. to the Exchange Agreement, Statement of Rights and
Preferences of Series B Preferred Stock, is hereby rescinded, with no
further force or effect.
3. Precom will issue 3,125,000 Series A Preferred Stock with each
share of Series A Preferred Stock convertible into two shares of Common
Stock, par value $0.001, of Precom.
4. The Series A Preferred Stock shall be subject to the Statement of
Preferences attached hereto as Exhibit B.
5. All other terms and conditions of the Exchange Agreement shall
continue in full force and effect.
DATED, this the 19th day of November, 2002
PRECOM TECHNOLOGY, INC.
By: __/s/_Robert Hipple__________
Xxxxxx Xxxxxx, President
INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC.
By: _/s/_Rodney B. Read________
Xxxxxx X. Read, Vice President and COO
SHAREHOLDERS OF IFCS:
__/s/_Robert Hipple_______ ___/s/_Drew Roberts_______
Xxxxxx Xxxxxx Xxxx Xxxxxxx
_/s/_Rodney Read__________ __/s/_Lester Katz_________
Xxxxxx Read Xxxxxx Xxxx
_/s/_David X. Xxxxx, III___ __/s/_Mark Wood____________
Xxxxx X. Xxxxx, III Xxxx Xxxx
_/s/_Glenn Liddell_________
Xxxxx Xxxxxxx
EXHIBIT A
IFCS SHAREHOLDERS
Shareholder Percent of Ownership
Xxxxxx Xxxxxx 33.00%
Xxxxxx Read 15.00%
Xxxx Xxxxxxx 15.00%
Xxxxxx Xxxx 10.00%
Xxxxx Xxxxxxx 8.50%
Xxxxx X. Xxxxx, III 8.50%
Xxxx Xxxx 10.00%
STATEMENT OF RIGHTS AND PREFERENCES
OF
SERIES A PREFERRED STOCK
OF
PRECOM TECHNOLOGY, INC.
PRECOM TECHNOLOGY, INC., a Florida corporation (the "Corporation"),
certifies that pursuant to the authority contained in its Certificate
of Incorporation (the "Certificate of Incorporation") and in accordance
with the provisions of Florida Business Corporation Act, the Board of
Directors of the Corporation (the "Board of Directors") by written
consent dated as of October 1, 2002, duly adopted the following
recitals and resolutions, which resolutions remain in full force and
effect on the date hereof.
WHEREAS, the Certificate of Incorporation has authorized the issuance
of 10,000,000 shares of Preferred Stock having a no par value (the
"Preferred Stock"), of which 5,000,000 shares of Series B Preferred
Stock is outstanding;
WHEREAS, the Certificate of Incorporation has vested the Board of
Directors with authority to provide for the issuance of the Preferred
Stock in such series, with such voting rights and such designations,
preferences, qualifications, privileges, limitations, options,
conversion rights and other special rights as shall be stated in the
resolutions providing for the issuance of such shares;
WHEREAS, the Corporation has entered that certain Share Exchange
Agreement, dated October 1, 2002, between the Corporation and
International Financial Concierge Services, Inc., a Florida
corporation, ("IFCS") pursuant to which the Corporation is to
issue 3,125,000 shares of preferred stock to the shareholders of IFCS
in exchange for all issued and outstanding shares of IFCS; and
WHEREAS, the Board of Directors desires to establish and designate a
series of the Preferred Stock and to fix the voting rights and
preferences, qualifications, privileges, limitations, options,
conversion rights and other special rights of such series pursuant to
the Share Exchange Agreement.
NOW, THEREFORE, be it,
RESOLVED, that the Board of Directors hereby establishes a series of
the Preferred Stock consisting of 3,125,000 shares, having no par
value, to be designated the "Series A Preferred Stock" (the "Series A
Preferred Stock"); and
FURTHER RESOLVED, that the Corporation is hereby authorized to issue
such shares of Series A Preferred Stock from time to time and for such
consideration and on such terms as the Board of Directors shall
determine; and that, subject to the limitations provided by law and by
the Certificate of Incorporation, the voting rights, preferences,
qualifications, privileges, limitations, options, conversion rights and
other special rights of the Series A Preferred Stock shall be as
follows:
1. Dividend Rights. The holders of shares of Series A Preferred Stock
shall be entitled to receive as dividends per share an amount equal to
the dividend, if any, payable to the common stock, par value $0.001, of
the Corporation (the "Common Stock") on a per share basis. No other
dividends shall be payable on or with respect to the Series A Preferred
Stock.
2. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation, the holders of the shares of Series A Preferred Stock
shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, prior and in preference
to any distribution of any of the assets of the Corporation to the
holders of any common stock or any other class or series of capital
stock ranking junior to the Series A Preferred Stock, an amount in cash
per outstanding share of the Series A Preferred Stock equal to $1.00
(the "Series A Liquidation Preference"). If the assets of the
Corporation are not sufficient to pay in full the Series A Liquidation
Preference payable to the holders of outstanding shares of Series A
Preferred Stock and the liquidation preference of all other securities
that rank pari passu with the Series A Preferred Stock, then the
holders of all such shares shall share ratably in such distribution of
assets in proportion to the amount which would be payable on such
distribution if the Series A Liquidation Preference to which the
holders of outstanding shares of Series A Preferred Stock and the
liquidation preferences to which the holders of other securities that
rank pari passu with the Series A Preferred Stock are entitled were
paid in full. Upon any such liquidation, dissolution or winding up of
the Corporation, after the holders of Series A Preferred Stock shall
have been paid in full their Series A Liquidation Preference, the
holders of shares of Series A Preferred Stock shall not be entitled to
share in any further distribution of assets. For the purposes of this
Section 2, the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property, assets or outstanding equity
securities of the Corporation or the merger or consolidation of the
Corporation with one or more corporations shall be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of
the Corporation. Written notice of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation, stating the payment date and the place where the
distributable amount shall be payable, shall be given by mail, postage
prepaid, not less than 60 days prior to the payment date stated
therein, to the holders of record of the Series A Preferred Stock at
their respective addresses as the same shall then appear on the books
of the Corporation.
3. Conversion. The holders of the Series A Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):
a. Right to Convert. The shares of Series A Preferred Stock shall be
convertible, at any time after January 1, 2003 and prior to January 1,
2004 and at such later time as the Corporation has increased its
authorized shares of common stock to effectuate the conversion of each
share of Series A Preferred Stock into two shares of Common Stock.
b. Mechanics of Conversion. In order to convert shares of Series A
Preferred Stock into shares of Common Stock, each holder shall
surrender the certificate or certificates for the Series A Preferred
Stock, duly endorsed, at the office of the Corporation and shall give
written notice to the Corporation of the election to convert the same.
The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Preferred Stock a
certificate or certificates for the number of shares of Common Stock to
which such holder shall be entitled as aforesaid. Such conversion
shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series A
Preferred Stock to be converted.
c. No Reservation of Stock Issuable Upon Conversion. The Corporation
is not required to reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting
the conversion of the shares of Series A Preferred Stock.
d. Notices. Any notice required by the provisions of this Section 3 to
be given to the holders of shares of Series A Preferred Stock, shall be
deemed given if deposited in the United States mail, postage prepaid,
or delivered to an express courier, and addressed to each holder of
record at the holder's address appearing on the books of the
Corporation.
4. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the same voting rights as holders of Common Stock, but on
basis of two votes for each share of Series A Preferred Stock.
5. Status of Converted Stock. In the event any shares of Series A
Preferred Stock shall be converted pursuant to the terms hereof, the
shares so converted, redeemed or repurchased shall be cancelled and
shall revert to the category of authorized but unissued shares of
Preferred Stock by the Corporation.
IN WITNESS WHEREOF, Precom Technology, Inc. has caused this Statement
to be signed by its President effective the 1st day of October, 2002.
PRECOM TECHNOLOGY, INC.
By: ___/s/_Robert Hipple_______________
Xxxxxx Xxxxxx
President
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