ADDENDUM NO. 1 TO EXCHANGE AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby accepted and
acknowledged, by and between The Xxxxx Partnership, Inc. ("Xxxxx") and Finder's
Keepers Inc. ("Finders") as defined in the Exchange Agreement, the parties agree
as follows:
(1) Xxxxx and Finders are in the process of closing the Exchange Agreement
and wish to make some modifications to the Exchange Agreement;
(2) The capitalization of Xxxxx has changed and Xxxxx will have 30,918,000
shares of its common stock issued and outstanding at Closing and the Xxxxx
Shareholders will receive 30,918,000 shares of Finders in exchange for their
shares of Xxxxx at Closing.
(3) Xxxxx has agreed to issue an additional 750,000 shares subject to Rule
144 to the controlling shareholders of Finders at Closing such that the total
number of shares of common stock of Finders shall be 4,064,206 shares prior to
the issuance of shares to the Xxxxx Shareholders.
(4) Section 4.07 of the Exchange Agreement is modified to read that Finders
shall increase its board of directors to five (5) persons with X. Xxxxxx Farrill
designated as the Chairman of the Board and Xxxxxx X. Xxxxx, Xx. Xxxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxx, and Xxxxxxxx Button designated as additional board
members.
(5) Section 6.08 of the Exchange Agreement is modified to read as follows:
Lockup. Stockholders of Finders owning approximately 1,500,000 freely tradeable
shares at the Closing shall agree for $10.00 and other good and valuable
consideration that for a period of 120 days (the "Lockup Period") from Closing,
the Finder stockholders will not without the prior written consent of Xxxxx,
directly or indirectly, offer for sale, sell, assign, pledge, issue, distribute,
grant any option or enter into any contract for sale of or otherwise dispose of
(any such action being hereafter referred to as a "Transfer") more than 250,000
of the aggregate shares of Finders or an aggregate of 208,333, in any one of the
following four (4), one (1) month periods that hereinafter comprise the Lockup
Period. The Finder stockholders agree to send their stock certificates covering
the securities subject to the Lockup to Finder's transfer agent so that an
appropriate legend can be placed on the securities. Xxxxx agrees to have its
counsel send a legal opinion to the transfer agent within five days of Closing
covering the Lockup Period.
Unless specifically modified by this Agreement, all terms and conditions of
the Exchange Agreement shall remain in full force and effect. Dated: November
29, 2001
The Xxxxx Partnership, Inc.
By: /s/ Xxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chief Executive Officer
Finders Keepers Inc.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Counsel
