FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
EXHIBIT
10.2
FIRST
AMENDMENT TO
This
First Amendment (“First Amendment”) is made as of this 9th
day of
July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings,
Inc.), a Delaware corporation (the “Issuer” or the “Company”) and The Xxxxxxx X.
Xxxxxxxx Irrevocable Trust which is located at 0000 Xxxxxx Xx, Xxx 000,
Xxxxxxxx, XX 00000 (“Buyer”).
WITNESSETH:
WHEREAS,
the Issuer and the Buyer entered into a Share Purchase Agreement (the “Original
Agreement”) dated December 3, 2007 in which the Issuer sold preferred stock and
common stock to the Buyer; and
WHEREAS,
the Issuer and Buyer now seek to amend the Original Agreement to further change
the Put Option as part of the consideration for a loan being made to the Company
by two other investors which are requiring preference in the availability of
cash to pay back the loan.
NOW,
THEREFORE, the Issuer and the Buyer hereby amend the Original Agreement as
follows:
1.
Paragraph 2.1 is deleted in its entirety and replace as follows:
2.1 Starting
in the third calendar quarter of 2008, the Company will set aside for the
purchase from the Buyer of shares of Series C Preferred Stock three (3%) of
its
positive net income before income taxes which exceeds $50,000 as reported in
the
Company’s Form 10-QSB or Form 10-KSB as required to be filed by SEC regulations
for the calendar quarter for which the election by Buyer is made.
2.
Paragraph 4.14 is added:
4.14
Call
Option.
At any
time and from time to time, the Company may buy back up to 50% of the total
Series C stock held by the Buyer on the date of the signing of this amendment
at
the liquidation price as stated in the designation of the Series C stock. Upon
tender of the cash to purchase the Series C stock, Buyer may not convert the
Series C stock which is the subject of the tender, to common stock
IN
WITNESS WHEREOF, this First Amendment has been executed by the parties hereto
the day and year first above written.
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Buyer:
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Issuer:
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/s/
Xxxx Xxxxxxxx
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/s/
Xxxxxxx X Xxxxx
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Xxxx
Xxxxxxxx, Trustee
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Xxxxxxx
X Xxxxx, President
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The
Xxxxxxx X. Xxxxxxxx Irrevocable Trust
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