EXHIBIT 2.1(a)
AMENDMENT TO SHARE EXCHANGE AGREEMENT
This AMENDMENT TO SHARE EXCHANGE AGREEMENT ("Amendment") dated as of
February 1, 2006, is entered into by and among SKIN SHOES INC., a Delaware
corporation ("Target"), MAGE CAPITAL LLC, XXXX XXXXX, XXXXXXXX XXXXX, XXXXXX
XXXXXXXX, XXXXX XXXXXX TZAFRIR, XXXX XXXXXX, NIMROD MAI, XXXXX XXXXX, XXXX
XXXXX-XXXX, XXXX XXXXXXX, XXXXXX XXXXX AND XXXXXXX X. XXXXXXXXX; (collectively,
the "Stockholders"), and LOGICOM INC. ("Pubco"), a Nevada corporation.
R E C I T A L S
WHEREAS, Target, the Stockholders and Pubco are all of the parties to a
Share Exchange Agreement dated as of November 2, 2005 (the "Exchange Agreement")
whereby Pubco will acquire from the Stockholders all of the issued and
outstanding securities of Target in exchange for a specified number of common
shares of Pubco, all on the terms and conditions more particularly specified in
the Exchange Agreement; and
WHEREAS, all of Target, the Stockholders and Pubco desire to amend the
Exchange Agreement on the terms and subject to the conditions stated in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
ARTICLE 1
INTERPRETATION AND INCORPORATION BY REFERENCE
1.1 Definitions.
Unless otherwise expressly specified in this Amendment, all defined terms used
in this Amendment that are defined in the Exchange Agreement shall have the
meaning attributed to them in the Exchange Agreement.
1.2 Interpretation.
Section 1.2, 11.1, 11.2, 11.4, 11.9 and 11.10 of the Exchange Agreement are
incorporated into this Amendment by this reference.
ARTICLE 2
THE PRIVATE PLACEMENTS
2.1 Second Private Placement
Section 1.1(ee) of the Exchange Agreement is hereby amended by deleting the
number "2,321,428" from the first line thereof and inserting in its place the
number "2,821,428".
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2.2 Units
Section 1.1(kk) of the Exchange Agreement is hereby amended by deleting the
words "one-half of" from the second line thereof.
2.3 Warrants
Section 1.1(ll) of the Exchange Agreement is hereby amended by deleting the
words "three years" from the third line thereof and inserting in their place the
words "thirty months".
2.4 Net Proceeds
The dollar amount specified in the definition of the term "Net Proceeds",
contained in Section 1.1(v) of the Exchange Agreement, shall be increased if, as
and at such time as, proceeds of the sale of Units in the Second Private
Placement, after deducting the sum required for the repurchase of Xxxxx Xxxxxx'x
Pubco Shares pursuant to Section 7.12 of the Exchange Agreement, exceed the
amount of $1,850,000.
ARTICLE 3
INCREASE IN NUMBER OF PUBCO SHARES
3.1 The Acquisition.
Subject to the terms of this Amendment, the number of Pubco Shares to be issued
to the Stockholders on the Closing Date pursuant to Section 2.1 of the Exchange
Agreement is hereby increased by 1,404,000 Pubco Shares (the Additional
Shares"), from 18,000,000 Pubco Shares to a new total of 19,404,000 Pubco
Shares.
ARTICLE 4
DEPOSIT AND ADJUSTMENT
4.1 Deposit and Adjustment of Additional Shares.
At Closing, each Stockholder shall deliver to Pubco one executed Stock Power of
Attorney, duly endorsed for transfer with signature guaranteed as required by
Section 4.2, below, assigning the Stockholder's pro-rata portion of the
Additional Shares in blank, to be held by Pubco together with all certificates
evidencing the Additional Shares (the Additional Shares and the Stock Powers of
Attorney remaining from time to time with Pubco being, collectively, the
"Additional Share Documents") on the terms established in this Amendment. Pubco
shall hold the Additional Share Documents on the following terms:
(a) Pubco shall hold the Additional Share Documents for a period of time
beginning on the Closing Date and ending on the date (the
"Additional Share Calculation Date") that is the earlier of (x) and
(y), where (x) is the date that is thirty months following the
Closing Date and (y) is the date upon which the last of the Warrants
is exercised.
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(b) If the Additional Share Calculation Date is as specified in Section
4.1(a)(x), above, and if on that date more than 1,250,000 but less
than 2,500,000 of the Warrants have been exercised, then the
aggregate number of Additional Shares to be released shall be
reduced from 1,404,000 to such number as shall be determined by
multiplying (z) by 112.32%, where (z) is equal to the number of
Warrants in excess of 1,250,000 (but only up to 2,500,000) that were
exercised on or before the Additional Share Calculation Date. For
clarity, no adjustment of the number of Additional Shares shall
result in an increase in the number of Additional Shares above
1,404,000. In the event that the number of Additional Shares is
reduced pursuant to this Section 4.1(b), Pubco shall exchange the
Additional Share Documents for new share certificates evidencing the
corrected number of Additional Shares, and shall return any excess
Additional Shares to treasury.
(c) If the Additional Share Calculation Date is the date specified in
Section 4.1(a)(y), above, then all of the Additional Shares held by
Pubco shall be released to the Stockholders.
(d) Any Additional Shares released by Pubco pursuant to this Section 4.1
shall be released to the Stockholders pro-rata according to the
percentage of ownership shown next to their respective names in
Section 5.1 of this Amendment, below.
(e) For so long as Pubco continues to hold the Additional Share
Documents, each Stockholder shall have all indicia of ownership of
his Additional Shares including, by way of example and not in
limitation, the obligation to pay all taxes, assessments and charges
with respect thereto and the right to vote the Additional Shares and
receive any cash dividends, except that the Additional Shares shall
be subject to the provisions of this Section 4.1.
4.2 Signatures on Stock Power
The signatures on any stock powers of attorney to be delivered to Pubco pursuant
to Section 4.1, above, shall be medallion guaranteed if the Stockholder is a
U.S. resident or resides in a jurisdiction that participates in the medallion
guarantee program. Any Stockholder that does not reside in a jurisdiction that
participates in the medallion guarantee program shall provide, together with the
signed stock power of attorney, a clear and legible photocopy of two forms of
official photo identification, each of which must contain a picture of the
Stockholder and a signature of the Stockholder.
ARTICLE 5
ADDITIONAL DELIVERIES AT CLOSING
5.1 Additional Treasury Order
In addition to the treasury order(s) already specified in Section 3.4(b) of the
Exchange Agreement, Pubco shall at Closing deliver one or more additional
treasury orders and irrevocable directions to Pubco's transfer agent directing
the transfer agent to issue certificates representing the number of Additional
Shares to each Stockholder as fully paid and non-assessable Pubco Shares, in the
numbers set forth opposite their name in the table below:
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----------------------- ------------------------ -----------------------
NAME OF STOCKHOLDER NUMBER OF PUBCO SHARES PERCENTAGE OF OWNERSHIP
----------------------- ------------------------ -----------------------
Mage Capital LLC 388,080 2
----------------------- ------------------------ -----------------------
Xxxx Xxxxx 9,758,221 50.3
----------------------- ------------------------ -----------------------
Xxxxxxxx Xxxxx 3,068,743 15.8
----------------------- ------------------------ -----------------------
Xxxxxx Xxxxxxxx 3,382,603 17.4
----------------------- ------------------------ -----------------------
Xxxxx Xxxxxx Tzafrir 225,572 1.2
----------------------- ------------------------ -----------------------
Xxxx Xxxxxx 90,229 0.5
----------------------- ------------------------ -----------------------
Nimrod Mai 128,576 0.7
----------------------- ------------------------ -----------------------
Xxxxx Xxxxx 586,486 3
----------------------- ------------------------ -----------------------
Xxxx Xxxxx-Xxxx 383,472 2
----------------------- ------------------------ -----------------------
Xxxx Xxxxxxx 38,348 0.2
----------------------- ------------------------ -----------------------
Xxxxxx Xxxxx 383,472 2
----------------------- ------------------------ -----------------------
Xxxxxxx X. Xxxxxxxxx 970,200 5
----------------------- ------------------------ -----------------------
All of the treasury orders or irrevocable directions to issue Additional Shares
as specified above shall direct Pubco's transfer agent to deliver certificates
for the Additional Shares to Pubco, which shall be held by Pubco as a component
of the Additional Share Documents pursuant to the terms of Section 4.1 of this
Amendment.
ARTICLE 6
CONVERTIBLE DEBENTURE
6.1 Amendment.
The parties hereto acknowledge and agree that the terms of the Convertible
Debenture, as defined in Section 1.1(i) of the Exchange Agreement, and the terms
of the Subscription Agreement pursuant to which the Convertible Debenture was
sold, shall be modified to increase the number of Warrants that may be issued
upon conversion of the Convertible Debenture from 89,286 Warrants to 178,572
Warrants.
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ARTICLE 7
AMENDMENT TO FORM 8-K
7.1 Pubco to Amend Form 8-K.
(a) Pubco shall prepare and file with the SEC a Form 8-K/A amending the
Form 8-K filed by Pubco on November 2, 2005, announcing the
execution of the Exchange Agreement, to reflect the modification
thereof, and attaching a copy of this Amendment as an exhibit.
ARTICLE 8
CONDITIONS
8.1 Conditions.
Sections 8.1(i) and Section 8.2(d) of the Exchange Agreement are hereby amended
by:
(a) replacing the word and number "approximately 3,750,000" appearing
therein with the words and numbers "between approximately 5,000,000
and 5,500,000";
(b) replacing the number and words "18,000,000 Pubco Shares" appearing
therein with the following: "19,404,000 Pubco Shares, subject to
post-closing adjustment as provided herein,"
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first set forth above.
SKIN SHOES INC. a Delaware corporation
By: /s/ Xxxx Xxxxx
---------------------------------------------
Xxxx Xxxxx
President
LOGICOM INC., a Nevada corporation
By: /s/ Xxxx Xxxxx
---------------------------------------------
Xxxx Xxxxx
President
MAGE CAPITAL LLC, a ____ limited liability company
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxx
Managing Member
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SIGNED by XXXX XXXXX, as )
Stockholder, in the presence of: )
)
)
Name Xxxx Xxxxxxxx )
) /s/ XXXX XXXXX
) -------------------------
Address [Illegible] ) XXXX XXXXX
)
)
)
Occupation
SIGNED by XXXXXXXX XXXXX, as )
Stockholder, in the presence of: )
)
)
Name Xxxx Xxxxx )
) /s/ XXXXXXXX XXXXX
) -------------------------
) XXXXXXXX XXXXX
Address )
)
)
)
Occupation
SIGNED by XXXXXX XXXXXXXX, as )
Stockholder, in the presence of: )
)
)
Name Xxxx Xxxxx )
) /s/ XXXXXX XXXXXXXX
) -------------------------
) XXXXXX XXXXXXXX
Address )
)
)
)
Occupation
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SIGNED by XXXXX XXXXXX TZAFRIR, as )
Stockholder, in the presence of: )
)
)
Name Xxxx Xxxxxx - Xxxxxxx )
) /s/ XXXXX XXXXXX TZAFRIR
) -------------------------
) XXXXX XXXXXX TZAFRIR
Address )
)
)
)
Occupation
SIGNED by XXXX XXXXXX, as )
Stockholder, in the presence of: )
)
)
Name [Illegible] )
) /s/ XXXX XXXXXX
) -------------------------
) XXXX XXXXXX
Address )
)
)
)
Occupation
SIGNED by NIMROD MAI, as )
Stockholder, in the presence of: )
)
)
Name [Illegible] )
) /s/ NIMROD MAI
) -------------------------
) NIMROD MAI
Address )
)
)
)
Occupation
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SIGNED by XXXXX XXXXX, as )
Stockholder, in the presence of: )
)
)
Name )
) /s/ XXXXX XXXXX
) -------------------------
) XXXXX XXXXX
Address )
)
)
)
Occupation
SIGNED by XXXX XXXXX-XXXX, as )
Stockholder, in the presence of: )
)
)
Name )
) /s/ XXXX XXXXX-XXXX
) -------------------------
) XXXX XXXXX-XXXX
Address )
)
)
)
Occupation
SIGNED by XXXX XXXXXX, as
Stockholder, in the presence of: )
)
)
)
Name [Illegible] )
) /s/ XXXX XXXXXX
) -------------------------
) XXXX XXXXXX
Address )
)
)
)
Occupation
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SIGNED by XXXXXX XXXXX, as )
Stockholder, in the presence of: )
)
)
Name )
) /s/ XXXXXX XXXXX
) -------------------------
) XXXXXX XXXXX
Address )
)
)
)
Occupation
SIGNED by XXXXXXX X. XXXXXXXXX, as )
Stockholder, in the presence of: )
)
)
Name Xxxxx XxXxxxx )
) /s/ XXXXXXX X. XXXXXXXXX
) -------------------------
) XXXXXXX X. XXXXXXXXX
Address )
)
)
)
Occupation
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