FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT
Exhibit
10.2
FIRST
AMENDMENT TO
This
First Amendment to
the
Share Exchange Agreement (the “FIRST AMENDMENT) is dated as of the 21th day of
August, 2007, and is by and amongst TORBAY
HOLDINGS, INC.,
a
Delaware corporation (hereinafter referred to as the “Corporation” or “Torbay”),
and XXXXXXX
XXXXXXXXXX, an individual, and
XXXXXX
XXXXXXX, an individual, (collectively,
the “Company Shareholders”) and amends the Share Exchange Agreement dated August
20, 2007 among the same parties.
In
order
to clarify the terms and date of close under the Share Exchange Agreement
dated
August 20, 2007 among the parties, the following amendments are made to that
Share Exchange Agreement:
1.
Recitals A is amended and replaced in its entirety with:
Torbay
has offered to issue 45,000,000 shares of Torbay common stock, $.0001 par
value
(the “Common Stock”), 2,500,000 shares of Torbay super-voting preferred stock,
carrying sixty votes per share (the “Preferred Stock” and collectively with the
Common Stock, the “Exchanged Corporation Stock”), and $100 cash to the Company
Shareholders in exchange for their contribution to Torbay of all of the issued
and outstanding capital stock of ICC Italy S.r.l. (the “ICC-Italy
Shares”).
2.
Section 1.1 is amended and replaced in its entirely with:
1.1 Contribution.
Subject
to the terms and conditions hereinafter set forth:
(c) The
Company Shareholders agree to contribute, transfer, assign and convey all
of the
ICC-Italy Shares to Torbay, together with all other rights, claims and interests
it may have with respect to ICC-Italy or its respective assets, and all claims
it may have against its officers and directors, including, but not limited
to,
all rights to unpaid dividends and all claims and causes of action arising
from
or in connection with the ownership of ICC-Italy Shares or its issuance,
excluding any right, claim or interest of same arising under this Agreement
or
in connection with the transaction contemplated by this Agreement. The Company
Shareholders shall deliver to Torbay no later than September 15, 2007, all
of
the stock certificates representing all of the ICC-Italy Shares, together
with a
stock power therefore, duly executed in favor of Torbay and any unissued
or
treasury shares of common stock, at which point Torbay will pay $100 by Torbay
company check to the Company Stockholders, and
(d) If
all
milestones under 1.2 are met, Torbay shall issue the Common Stock to the
Company Shareholders.
If all milestones under 1.3 are met, Torbay shall issue the Preferred Stock
to
the Company Shareholders.
1
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to the
Share Exchange Agreement to be executed as of the first date and year set
forth
above.
TORBAY
HOLDINGS, INC.
/s/
Xxxxxxx Xxxxx
By:
Xxxx
Xxxxx, President
/s/
Xxxxxxx Xxxxxxxxxx
Xxxxxxx
Xxxxxxxxxx, an individual
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, an individual
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