EXHIBIT 2.2
AMENDMENT NO. 4 TO SHARE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made as of the 23 day of November, 2004,
AMONG:
BIB HOLDINGS, LTD., a corporation formed pursuant to the laws
of the State of Nevada and having an office for business
located at 0000 Xxx Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000
("BIB")
AND:
INCODE CORPORATION, a company formed pursuant to the laws of
the State of Delaware and having an office for business
located at XX Xxx 000, Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
("Incode")
AND:
INCANDENT CAPITAL, L.L.C., a Delaware limited liability
company, having an address of XX Xxx 000, Xxxxx Xxxxxxxxx, Xxx
Xxxxxx 00000 ("Incandent")
WHEREAS, BIB, Incode and Incandent are parties to the Share Purchase and Sale
Agreement, dated as of August 26, 2004, as amended (the "Purchase Agreement");
WHEREAS, the parties have determined it is in the best interests of the parties
for Incode to be merged with and into BIBO Acquisition, Inc., a Delaware
corporation ("Acquisition"), a wholly-owned subsidiary of BIB;
WHEREAS, the BIB, Incode and Acquisition have entered into an Agreement and Plan
of Merger as of the date hereof (the "Merger Agreement"); and
WHEREAS, the parties wish to amend certain provisions of the Purchase Agreement,
but wish to have the Purchase Agreement continue in full force and effect, as
amended;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 2.1 of the Purchase Agreement is hereby amended to read in its
entirety as follows:
2.1 Incode and BIB hereby agree to enter into the Merger Agreement, as
of the date hereof. In further consideration of the terms and conditions of the
Merger Agreement, and immediately upon the consummation thereof, BIB agrees to
deliver the Acquisition Shares to Incandent.
2.2 The parties hereto agree and acknowledge that all other duties and
obligations of the parties contained herein shall be considered further
consideration for the fulfillment of the terms and conditions of the Merger
Agreement, which for all purposes shall be deemed to have been satisfied
immediately prior to the Closing of this Agreement.
2.3 This Agreement shall be governed by all other terms and conditions
of the Purchase Agreement, which remains in full force and effect except as
otherwise provided herein.
IN WITNESS WHEREOF the parties have executed this Agreement effective
as of the day and year first above written.
BIB HOLDINGS, LTD.
By: /S/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx, CEO
INCANDENT CAPITAL, L.L.C.
By: /S/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx, Member
INCODE CORPORATION
By: /S/ Xxx Xxxxxxx
------------------------------
Xxx Xxxxxxx, President and CFO
