AMENDMENT TO EXCHANGE AGREEMENT
THIS AMENDMENT is entered into this 27th day of January, 1999, amending
that certain Exchange Agreement effective the 31st day of December 1998, by
and among Loch Exploration, Inc., a Texas corporation ("LOCX"), its
wholly-owned subsidiary Loch Energy, Inc. ("LEI"), Design Automation Systems
Incorporated, a Texas corporation ("DASI") and Xxxx X. Xxxx (the "DASI Sole
Shareholder").
RECITALS
WHEREAS, the Exchange Agreement provides for the acquisition by LOCX of
all of the issued and outstanding shares of DASI solely in exchange for 14.4
million shares of LOCX common stock, on the terms and conditions provided
therein, all for the purpose of effecting a so-called "tax-free"
reorganization pursuant to Sections 368(a)(1)(B) of the Internal Revenue Code
of 1954, as amended,
WHEREAS, prior to the Closing of the Exchange Agreement, certain
individuals where issued shares of DASI common stock as follows:
Name Number of DASI shares
---- ---------------------
Xxxxxxx Xxxxxx 144
Xxxxx Xxxxx 72
WHEREAS, thereafter the shareholders of DASI approved a 10,000 for 1
reverse split of the DASI common stock,
WHEREAS, the DASI shareholders of record as of December 31, 1998 were as
follows:
Name Number of DASI shares
---- ---------------------
Xxxx X. Xxxx 9,400,000
Xxxx X. Xxxx, Trustee 5,000,000
Xxxxxxx Xxxxxx 1,440,000
Xxxxx Xxxxx 720,000
WHEREAS, the parties agree that there were errors in the Exchange
Agreement regarding the number of DASI shareholders and the amount of
consideration to be issued to said shareholders, and
WHEREAS, the parties wish to amend the Exchange Agreement in order to
correct those errors,
AGREEMENT
NOW THEREFORE, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived herefrom, it is hereby agreed to amend
the Exchange Agreement as follows:
1. In the preamble, Xxxx X. Xxxx, Trustee, Xxxxxxx Xxxxxx and Xxxxx Xxxxx
shall be added as parties to the Exchange Agreement. Xxxx X. Xxxx, Xxxx
X. Xxxx, Trustee, Xxxxxxx Xxxxxx and Xxxxx Xxxxx shall be collectively
referred to as the "DASI Shareholders."
2. Section 3.02 shall be amended to read as follows:
Section 3.02 CAPITALIZATION. The authorized capitalization of DASI consists
of 50,000,000 shares of common stock, no par value per share, of which
16,560,000 shares are currently issued and outstanding. The DASI
Shareholders and the number of shares beneficially owned by them are set
forth on Schedule 3.02. All issued and outstanding shares are legally
issued, fully paid, and non-assessable and not issued in violation of the
pre-emptive or other rights of any person. There are no options, warrants,
rights or convertible securities outstanding to purchase any capital stock of
DASI.
Schedule 3.02 shall be amended as follows:
Name Number of DASI shares
---- ---------------------
Xxxx X. Xxxx 9,400,000
Xxxx X. Xxxx, Trustee 5,000,000
Xxxxxxx Xxxxxx 1,440,000
Xxxxx Xxxxx 720,000
2. Section 4.01 of the Exchange Agreement be amended as follows:
Section 4.01 THE EXCHANGE. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined in Section 4.05),
each DASI Shareholder hereby agrees to assign, transfer, and deliver to
LOCX, free and clear of all liens, pledges, encumbrances, charges,
restrictions, or known claims of any kind, nature, or description, the number
of shares of common stock of DASI set forth in Schedule 4.01, which in the
aggregate constitute all of the issued and outstanding shares of common stock
of DASI, or 16,560,000 shares, and LOCX agrees to acquire such shares on such
date by issuing and delivering in exchange solely therefor 16,560,000 shares
of LOCX restricted common stock, par value $0.01. Upon the consummation of
the transaction contemplated herein, all shares of capital stock of DASI
shall be held by LOCX.
3. All references to the "DASI Sole Shareholder" shall be amended to read
the "DASI Shareholders."
4. The foregoing amendments shall be the only alterations to the Exchange
Agreement, all other terms and conditions shall remain the same.
MISCELLANEOUS
5. GOVERNING LAW. This Amendment shall be governed by, enforced, and
construed under and in accordance with the laws of the United States of
America and, with respect to matters of state law, with the laws of Texas.
6. COUNTERPARTS. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which taken together
shall be but a single instrument.
7. AMENDMENT OR WAIVER This Amendment may be amended by a writing
signed by all parties hereto, with respect to any of the terms
contained herein, and any term or condition of this Amendment may be
waived or the time for performance hereof may be extended by a writing
signed by the party or parties for whose benefit the provision is
intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, as of the date first above-written.
LOCH EXPLORATION, INC.
By: //s// Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
LOCH ENERGY, INC.
By: //s// Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Secretary
LEI MAJORITY SHAREHOLDERS
XXXXX X. XXXX, INDIVIDUALLY
By: //s// Xxxxx X. Xxxx
Xxxxx X. Xxxx
SOUTHPORT CAPITAL CORPORATION
By: //s// Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
DESIGN AUTOMATION SYSTEMS INCORPORATED
By: //s// Xxxx X. Xxxx
Xxxx X. Xxxx, Chief Executive Officer
DASI SHAREHOLDERS
By: //s// Xxxx X. Xxxx
Xxxx X. Xxxx
By: //s// Xxxx X. Xxxx, Trustee
Xxxx X. Xxxx, Trustee
By: //s// Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
By: //s// Xxxxx Xxxxx
Xxxxx Xxxxx
