AMENDMENT NO. 1
TO
SHARES CO-SALE AGREEMENT
This Amendment No. 1 to Shares Co-Sale Agreement ("Amendment No. 1") amends that
certain Shares Co-Sale Agreement (the "Original Agreement") entered into as of
November 15, 2001, by and between International Commercial Television Inc., a
Nevada corporation (the "Company") and the selling shareholders of the Company
listed in Schedule I thereto (the "Selling Shareholders").
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1. DEFINITIONS; REFERENCES. All capitalized terms used in this Amendment
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No. 1 not defined herein shall have the meanings given them in the Original
Agreement. References in this Amendment No. 1 and in the Original Agreement to
"this Agreement," "herein," "hereto" and words of similar import shall mean the
Original Agreement as modified by this Amendment No. 1.
2. SECTION REFERENCES. References to Sections herein shall refer to
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Sections in this Amendment No. 1. References to the Original Agreement Sections
shall refer to Sections in the Original Agreement.
3. EFFECT OF AMENDMENT NO. 1. This Amendment No. 1 modifies the Original
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Agreement. The Original Agreement, as amended by this Amendment No. 1, is in
full force and effect, and the parties hereby ratify and affirm the same. In
the event of any conflict between the provisions of the Original Agreement and
this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
4. AMENDMENT OF RECITALS. The second and third recitals of the Original
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Agreement are hereby superceded and replaced in their entirety by the following:
WHEREAS, the 2,000,000 shares to be sold in the Offering shall by sold
by the Company and by the Selling Shareholders according to the amounts and
in compliance with the plan of offering set forth in Schedule I hereto; and
WHEREAS, the Company will sell the Shares, with the Company and the
Selling Shareholders disposing of the Shares and receiving consideration
therefore in compliance with the plan of offering set forth in Schedule I
hereto;
5. AMENDMENT OF ORIGINAL AGREEMENT SECTION 1.1. Original Agreement Section
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1.1 is hereby superseded and replaced in its entirety by the following:
1.1 On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the
Company agrees to issue and sell a specified number of unissued shares of
common stock of the Company, and each Selling Shareholder agrees, severally
and not jointly, to sell a specified number of shares according to the
amounts and in compliance with such plan of offering as is set forth on
Schedule I hereto. The Company shall have the discretion to determine
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the offering price of the Shares.
6. AMENDMENT OF ORIGINAL AGREEMENT SECTION 1.4. Original Agreement
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Section 1.4 is hereby superseded and replaced in its entirety by the following:
1.4 The Company shall have no obligation to sell any of the Shares being
offered by the Selling Shareholders in the Offering, but if any Selling
Shareholder Shares are sold in the Offering, with respect to each sale, the
Company shall pay or cause to be paid to each Selling Shareholder an amount
equal to the difference of (a) the product of (i) the number of Shares sold
for such Selling Shareholder times (ii) the price per Share, minus (b) the
Selling Shareholder's pro rata share of commissions and expenses provided
by Section 1.3. At the conclusion of the Offering, the Company shall return
to the Selling Shareholders any unsold Shares belonging to such Selling
Shareholders.
7. ADDITION OF ORIGINAL AGREEMENT SECTION 6.9. A new section is added to
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the Original Agreement immediately following Original Agreement Section 6.8 as
follows:
6.9 AUTHORITY TO AMEND SCHEDULE I. In their capacities as trustees of The
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Better Blocks Trust created by Deed 1 January 1994, each of Xxxxxx Xxxxxx,
Xxxxx Xxx Xxxxxx and Xxxxxxx Xxxxxxx Xxxxx hereby appoints Xxxxxx Xxxxxx as
their lawful attorney-in-fact for purposes of approving any amendments or
modifications to Schedule I hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the latest date indicated below.
INTERNATIONAL COMMERCIAL TELEVISION INC.
/s/ Xxxxxx Xxxxxxx Date: 1/31/02
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Xxxxxx Xxxxxxx, President
SELLING SHAREHOLDERS
/s/ Xxxxxxx Xxxxxx Date: 2/1/02
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Xxxxxxx Xxxxxx
Each undersigned in their capacity as a trustee
of The Better Blocks Trust created by Deed
1 January 1994
/s/ Xxxxxx Xxxxxx Date: 1/31/02
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Xxxxxx Xxxxxx, Trustee
/s/ Xxxxx Xxx Xxxxxx Date: 1/31/02
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Xxxxx Xxx Xxxxxx, Trustee
/s/ Xxxxxxx Xxxxxxx Xxxxx Date: 2/1/01
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Xxxxxxx Xxxxxxx Xxxxx, Trustee
SCHEDULE I
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THE OFFERING
The Selling Shareholders, Xxxxxxx Xxxxxx and the Better Blocks Trust, declared 1
January 1994, will each deliver and deposit with the Attorneys-in-Fact, pursuant
to Section 1.2 of the Original Agreement, 333,500 outstanding shares of their
common stock of the Company. The Company will offer to sell up to 2,000,000
shares of common stock to the public on a self-underwritten, best efforts, no
minimum basis. The Company will offer 1,500,000 original issue Company Shares
and 500,000 Selling Shareholder Shares in the following order:
SHARES OFFERORS
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300,000 Common stock to be offered and sold by the Company
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200,000 Common stock to be offered and sold by the Selling
Shareholders
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500,000 Common stock to be offered and sold on a pro rata basis, 60%
by the Selling Shareholders and 40% by the Company
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1,000,000 Common stock to be offered and sold by the Company
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The Selling Shareholder Shares to be sold and the proceeds from the sales of the
Selling Shareholder Shares shall be pro-rated between the Selling Shareholders,
50% to each Selling Shareholder.
PURCHASE PRICE ADJUSTMENTS
Every purchaser of Shares in the Offering will pay the same price. If, after
the Offering has commenced, the Company adjusts the purchase price to a lower
price, each purchaser who purchased Shares before the adjustment of the purchase
price will receive incremental shares to account for the price adjustment. Each
Selling Shareholder agrees that it will supply incremental shares in respect of
any price adjustment that shall be due to a purchaser of Selling Shareholder
Shares. The number of incremental shares issued to such purchasers shall be
equal to the difference of (a) the quotient obtained by dividing (i) the product
of (A) the number of Shares the purchaser purchased before the adjustment to the
purchase price times (B) the price the purchaser paid per Share before the
purchase price was adjusted, by (ii) the adjusted purchase price, minus (b) the
number of Shares the purchaser purchased before the adjustment to the purchase
price.
In order to accommodate any share issuances in connection with a price
adjustment, each party shall have registered on its behalf the following number
of shares:
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Company: 1,800,000 shares
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Better Blocks Trust declared 1 January 300,000 shares
1994:
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Xxxxxxx Xxxxxx: 300,000 shares
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