THIRD AMENDMENT TO SHARE PURCHASE AGREEMENT
EXHIBIT
10.2
THIRD
AMENDMENT TO
This
Third Amendment (“Third Amendment”) is made as of this 13th
day of
December, 2007, by and between ICC WORLDWIDE, INC. (formerly Torbay Holdings,
Inc.) a Delaware corporation (the “Issuer” or the “Company”) and THE BLACK
DIAMOND FUND, LLLP, a Minnesota limited liability limited partnership (the
“Buyer”).
WITNESSETH:
WHEREAS,
the Issuer and the Buyer entered into a Share Purchase Agreement (the “Original
Agreement”) dated June 29, 2007 in which the Issuer sold preferred stock and
common stock to the Buyer; and
WHEREAS,
the Original Agreement was amended by a First Amendment dated July 24, 2007
(the
“First Amendment”) to clarify certain representations and terms of that
Agreement following the signing of the Original Agreement
WHEREAS,
the Original Agreement was further amended by a Second Amendment dated September
28, 2007 (the “Second Amendment”) to change the Put Option held by Black Diamond
under the Original Agreement and to swap the Series B preferred stock for the
Series C preferred stock which had more favorable preferences over the Series
B
stock (the Original Agreement, as amended by the First Amendment and the Second
Amendment is hereinafter referred to as the “Existing Agreement”); and
WHEREAS,
the Issuer and Buyer now seek to further amend the Existing Agreement to provide
for the additional sale of common stock and preferred stock to Buyer in the
amount of $250,000 on the essentially same terms and conditions as the Existing
Agreement,
NOW,
THEREFORE, the Issuer and the Buyer hereby amend the Existing Agreement as
follows:
1)
Paragraph 3.1 is amended by being deleted in its entirety and replaced with
3.1 Purchase
and Sale of Shares.
3.1.1 Issuer
shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject
to the terms and conditions hereinafter set forth, a total of 8,554,557
super-voting preferred shares (the “Series C Preferred Stock”), with each share
of Series C Preferred Stock holding sixty times the voting rights of a single
share of common stock, such that if a share of common stock has one vote, a
share of Series C Preferred Stock has 60 votes. Such transfer and conveyance
is
contingent upon the Delaware Secretary of State’s approval of the Certificate of
Designations for a total of 10,000,000 shares of the Company’s preferred stock
as Series C preferred stock with the preferences noted above.
3.1.2
Issuer
shall transfer and convey to Buyer and Buyer shall purchase from Issuer subject
to the terms and conditions hereinafter set forth, a total of 39,921,244 shares
of Company common Stock (the “Common Stock”).
2)
Paragraph 3.2 is amended by being deleted in its entirety and replaced with
3.2 Purchase
Price.
As
consideration for the sale of the Shares by Issuer to Buyer and the performance
by Issuer of all of the terms and conditions of this Agreement, Buyer shall
pay
to Issuer the total sum of up to Two Million and Twenty Eight Thousand Dollars
($2,028,000) payable in cash or by cashier’s or certified check or by wire
transfer. Of this total, $616,384 is to purchase the preferred shares in
paragraph 3.1.1 above and $1,411,616 is to purchase of the common shares in
paragraph 3.1.2 above.
3)
Paragraph 3.4.1 is deleted in its entirety and replace as follows:
3.4.1. 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 pursuant to
Paragraph 3.4.2, twenty three percent (23.0%) of its positive net income before
income taxes 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.
IN
WITNESS WHEREOF, this Third 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/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxxx X Xxxxx
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Xxxxxxx
Xxxxxxxx, Investment Advisor
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Xxxxxxx
X Xxxxx, President
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The
Black Diamond Fund, LLLP
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