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Exhibit 2.2
AMENDMENT TO
SHARE EXCHANGE AGREEMENT
THIS AMENDMDENT TO SHARE EXCHANGE AGREEMENT ("this Agreement") is made
and entered into as of this 29th day of November, 1999 by and among PEACHTREE
FIBEROPTICS, INC., a Delaware corporation ("PFI"), VFINANCE HOLDINGS, INC., a
Florida corporation ("VHI") and the shareholders of VHI listed on the
counterpart signature pages hereto constituting all of the shareholders of VHI
(collectively, "VHI Shareholders"); and UNION ATLANTIC LC a Florida limited
liability company ("UALC"), and the members of UALC listed on the counterpart
signature pages hereto constituting all of the members of UALC (collectively,
"UALC Members").
RECITALS:
A. PFI, VHI, VHI Shareholders, Union Atlantic LC and UALC Members
(collectively, the "Parties") desire to amend the Share Exchange Agreement dated
as November 8, 1999 by the between them (the "Share Exchange Agreement") with
respect to the Class B Shares referenced in such Share Exchange Agreement.
B. The Parties have been advised by counsel to PFI that the Class B
Share structure creates undue corporate governance issues beyond that which was
contemplated by the Parties.
C. The Parties intended to provide the holders of the Class B Shares
common the ability to control the Board of Directors which ability should be
reduced commensurate with the reduction in ownership of such Class B common and
whereas the Parties do not desire to create two classes on the Board one of
which would be elected by the holders of the Class B Shares and the other by the
Common Share owners.
D. The Parties have been advised of a more effective structure to
accomplish such intention by legal counsel to PFI.
E. The Parties desire to amend the Share Exchange Agreement to provide
such effective structure.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties,
intending to be legally bound, agree as follows:
1.1 CLASS B SHARES REFERENCES. All references to Class B Shares in the
Share Exchange Agreement and all Schedules and Exhibits thereto shall be deleted
in its entirety and replaced in all instances with "Class A Common Stock". Any
and all corporate governance/voting characteristics associated with such Class B
Shares prior to such amendment which are described in the Share Exchange
Agreement and all Schedules and Exhibits thereto shall be deleted in their
entirety. Any and all references to the "Class A Common Stock" shall be deemed
to include the corporate governance/voting characteristics of the Class A Common
Stock described in Paragraphs 5.1 and 5.2 as amended herein.
1.2 AMENDMENT TO PARAGRAPHS 5.1 AND 5.2. Paragraphs 5,1 and 5.2 of the
Share Exchange Agreement shall be deleted in their entirety and replaced with
the following provisions:
5.1 ORGANIZATION AND GOOD STANDING. PFI is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware, and is entitled to own or lease its properties and
to carry on its business as and in the places where such properties are
now owned, leased, or operated and such business is now conducted. The
authorized capital stock of PFI presently consists of 20,000,000 shares
of Common Stock, of which 546,334 shares are issued and outstanding as
of September 30, 1999, with obligations by PFI is issue an additional
778,666 shares plus various grants of options or warrants prior to,
concurrent with, or following the Exchanges. Within 150 days after the
closing of this transaction, PFI shall amend its Articles of
Incorporation to permit the issuance of the Class A Common Stock. Since
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the issuance of the Class A Common Stock has not been authorized prior
to the date of this Agreement, PFI shall issue to the UALC Members
shares of PFI stock common in the same amounts to the UALC Members
designated to receive the Class A Common Stock as set forth on Exhibit
B; and, immediately following the due authorization of the Class A
Common Stock, each of the UALC Members designated to receive the Class
A Common Stock will be entitled to exchange those shares of PFI common
stock for an equivalent number of Class A Common Stock. PFI is duly
licensed or qualified and in good standing as a foreign corporation
where the character of the properties owned by PFI or the nature of the
business transacted by it make such license or qualification necessary.
5.2 THE CLASS A COMMON STOCK. The Class A Common Stock to be issued to
the UALC Members (and any shares of common stock issued prior to the
authorization of the Class A Common Stock) described in Exhibit B have
been or will have been duly authorized by all necessary corporate and
shareholder actions and, when so issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and non-assessable.
The Class A Common Stock, par value $.01, will consist of 6,250,000
authorized shares. The Class A Common Stock shall be convertible on a
share for share basis into the Common Stock of the Company.
Furthermore, the Class A Common Stock holders shall be entitled to five
votes per share of Class A Common Stock in the election of the Board of
Directors, voting with the common shareholders as a single class; and
shall be entitled to one vote per one share of Class A voting rights on
all matters submitted to the common shareholders, voting with the
common shareholders as a single class, except as otherwise provided by
law. A majority vote of the Class A Common Stock holders and a majority
of the Common Shareholders, in addition to a resolution of a majority
of the Board of Directors, shall be required to increase the maximum
number of directors of the corporation. The parties to this Agreement
have the effect of delaying, deferring or making more expensive or
difficult a change in control.
2. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which, when so executed, will constitute an original copy
hereof, but all of which together will be considered but one and the same
document.
3. OTHER PROVISIONS. All other provisions of the Share Exchange
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
PEACHTREE FIBEROPTICS, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Director and
Authorized Representative
VFINANCE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
VHI SHAREHOLDERS:
XXXXXXXX VENTURE CAPITAL LIMITED
By: /s/ F.M.C Limited, Director
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________________Authorized Representative
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GENESIS PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
XXXXXXX XXXXXXX
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
UNION ATLANTIC LC
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Member and
Authorized Representative
UALC MEMBERS:
BAYARD MANAGEMENT SERVICES (BVI) LIMITED
By: /s/ Xxxxxx Xxxxxxx
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Sole Director, Authorized Representative
GENESIS PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
HIGHLANDS GROUP
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
