ContractConvertible Note Agreement • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment • Illinois
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
FIFTH AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This Fifth Amendment (“Fourth Amendment”) is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and THE ADAMAS FUND, LLLP (formerly THE BLACK DIAMOND FUND, LLLP), a Minnesota limited liability limited partnership (the “Buyer”).
FIRST ADDENDUM TO PROMISSORY NOTEPromissory Note • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This First Addendum to the Promissory Note dated January 15, 2008 is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, Inc., a Delaware Corporation (“Maker”) and THE ADAMAS FUND, LLLP (formerly The Black Diamond Fund, LLLP), a Minnesota limited liability, limited partnership (“Holder”).
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2008 • ICC Worldwide, Inc. • Computer & office equipment
This First Amendment (“First Amendment”) is made as of this 9th day of July, 2008, by and between ICC WORLDWIDE, INC. (formerly, Torbay Holdings, Inc.), a Delaware corporation (the “Issuer” or the “Company”) and The Melanie S. Altholtz Irrevocable Trust which is located at 1800 Second St, Ste 758, Sarasota, FL 34236 (“Buyer”).
