AMENDMENT TO EXCHANGE AGREEMENT
AMENDMENT TO EXCHANGE AGREEMENT entered into as of the 29th day of March
2000 between PUSA Investment Company, a Nevada corporation ("PUSA"), Xxxxxxx
Pacific Financial Services ("Holdings") Ltd., a company incorporated under the
laws of Hong Kong ("LPFS"), Xxxxxxx Holdings, Inc., a Delaware corporation
("Holdings") and Xxxxxxx Global Corporation, a Delaware corporation ("LGC").
RECITALS
First: PUSA, LPFS and Holdings entered into a certain Exchange Agreement
dated May 20, 1999 (the "Exchange Agreement");
Second: The original purpose of the Exchange Agreement was that Holdings was
to acquire LPFS and all of its subsidiaries to the extent owned, more
as specifically set forth on Exhibit 4.4 to the Exchange Agreement;
Third: Holdings is now a subsidiary of LGC and LGC wishes to assume all of
the obligations of Holdings, as are modified by this Modification to
the Exchange Agreement;
Fourth: The parties hereto now intend to modify the Exchange Agreement to the
extent that PUSA shall cause its wholly-owned subsidiary, LPFS to
transfer all of the issued and outstanding stock of Xxxxxxx Pacific
("Asia") Ltd., a company organized incorporated under the laws of Hong
Kong (the "LPA");
Fifth: The parties hereto intend that this transaction will continue to
constitute a tax-free exchange of the stock owned in LPA by LPFS,
solely in exchange for voting capital stock of LGC, in accordance with
the provisions of Section 368 (a)(1)(B) of the Internal Revenue Code
and all terms contained herein shall be interpreted to effectuate such
intent;
IT IS THEREFORE AGREED AS FOLLOWS:
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Paragraph 1 of the Exchange Agreement is amended in its entirety to read as
follows:
1. (i) Exchange: As soon as practicable, PUSA shall cause its wholly
owned subsidiary, LPFS, to exchange all of the shares of its
wholly-owned subsidiary, LPA, duly endorsed with transfer stamps
affixed, for Two Hundred Thousand (200,000) shares of common stock of
LGC, par value $0.001 (the "Purchaser Shares"), plus $4 million
($4,000,000) dollars Hong Kong. The Purchaser Shares delivered to PUSA
shall be validly issued, fully paid and nonassessable. All such
shares, however, shall bear a legend containing a restriction on
transfer indicating that the shares may not be offered or sold and no
transfer of them may be made unless in compliance with the
registration provisions of the Securities Act of 1933, as amended, on
an exemption there from. This transaction shall be completed in
accordance with the provisions of Section 368 (a)(1)(B) of the
Internal Revenue Code. Except for options to purchase common stock of
LGC not to exceed 175,000 shares, pursuant to the terms previously
granted to employees of LPFS and/or LPA, no other consideration will
be given by LGC which has hereby assumed the obligations hereunder of
Holdings.
(ii) The term set forth in the Exchange Agreement defined as "the
Stockholder Shares" shall now be deemed to mean all of the issued and
outstanding stock of LPA. The term "Stockholder" set forth in the
Exchange Agreement shall be deemed to be LPFS. The term "Purchaser"
set forth in the Exchange Agreement shall be deemed to mean LGC.
2. Paragraph 2 of the Exchange Agreement shall remain except that the defined
terms are as amended herein and that the representations of Stockholder
shall be representations of PUSA and LPFS jointly and severally.
3. Paragraph 3 of the Exchange Agreement shall remain unchanged except that
the definition of Purchaser shall be the definition as amended herein, and
that Paragraphs 3.3, 3.4, 3.5, 3.6 are deleted in their entirety. In place
thereof, LGC, as Purchaser represents that its filings with the Securities
and Exchange Commission, on forms 8-K and 10-Q the most recent thereof
being the form 10-Q for the period ended September 30, 1999, accurately
represent the business and financial condition of Purchaser.
4. Paragraph 4.1 of the Exchange Agreement shall remain unchanged except that
the term the "Company" shall be deemed to mean LPA throughout Paragraph 4
and this Modification of the Exchange Agreement. Paragraph 4.2 shall remain
unchanged except as set forth above.
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Paragraph 4.3, 4.4, 4.5, 4.6 of the Exchange Agreement are hereby deleted in
their entirety. In place thereof is as follows:
i. The Company hereby represents that at the closing of this modification
of Exchange agreement, LPA shall have the following:
a. The License to engage in the Investment Banking Business in Hong
Kong;
b. The employee of LPA whose name appears on the Investment Banking
License (compensation to be agreed upon between Purchaser and
such employee) and a second employee, Xxxxxx Xxx, shall remain as
employees of record of LPA.
c. Cash in the amount of Eleven Million ($11,000,000) Dollars Hong
Kong.
ii. At the closing LPA shall have no liabilities of any nature whatsoever
nor any commitments such as offices, office leases or equipment leases
of any nature whatsover.
iii. PUSA and LPFS represent that the shares of LPA to be delivered at the
closing constitute all of the issued and outstanding shares of stock
of LPA which shares shall be free and clear of any liens or
encumbrances, options or rights of others.
5. Paragraph 5 of the Exchange Agreement shall remain the same except that
Paragraph 5.1 shall be modified that the representations and warranties
respecting LPA having no liabilities and the assets set forth in such
representations shall survive for a period of one year following the
closing hereunder.
A new Paragraph 6 shall be added to the Agreement:
6. Covenants of the Parties.
6.1 The parties agree to complete the Exchange as set forth in this
modification of Exchange Agreement as soon as practicable. PUSA and LPFS
represent that all conditions precedent to closing, including, but not
limited to, consents and approvals required by the Hong Kong Securities
Commission have been obtained and that all transfer fees, taxes and the
like have been paid in full.
6.2 As soon as practicable the parties undertake to cause the following to
take place:
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6.2.1 LPA shall declare a dividend at or simultaneous with closing by
which LPFS shall receive a dividend equal to Three Million
($3,000,000) Dollars Hong Kong form the LPA cash position and LGC
shall, at its option, receive a dividend equal to Four Million
($4,000,000) Dollars Hong Kong.
6.3 PUSA and LPFS shall cease using the name "Xxxxxxx" in any capacity and
change the name of any entity with the name Xxxxxxx to another name.
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[SIGNATURE PAGE]
IN WITNESS WHEREOF, each of the parties has caused this agreement to be executed
on its behalf by its respective officer thereunto duly authorized, all as of the
day and year first above written. Except as set forth herein, the Parties
acknowledge that all other agreements are null and void.
PUSA INVESTMENT COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: President
XXXXXXX PACIFIC FINANCIAL SERVICES (HOLDINGS), LTD.
By: /s/ Xxxxx X. Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXXXXXX PACIFIC (ASIA), LTD.
By: /s/ Xxxxx X. Xxxxxx
-----------------------
XXXXXXX HOLDINGS, INC.
By: /s/ X. Xxxxxxxx
-----------------------
Name: XXXXX XXXXXXXX
Title: President
XXXXXXX GLOBAL CORPORATION
By: /s/ X. Xxxxxxxx
-----------------------
Name: XXXXX XXXXXXXX
Title: President
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