Exhibit 10.1
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of January 18,
2006 (this "Amendment"), by and among LEXICON UNITED INCORPORATED, a Delaware
corporation (the "Lexicon"), ATN CAPITAL & PARTICIPACOES LTDA, a Brazilian
limited company (the "Company") and Omar Malheiro Silva Araujo and Manuel da
Costa Fraguas, shareholders of the Company (the "Shareholders"). Capitalized
terms used, but not otherwise defined, herein have the meanings ascribed to such
terms in that certain Share Exchange Agreement, dated December 12, 2005, among
Lexicon, the Company and the Shareholders (the "Agreement").
BACKGROUND
Lexicon, the Company and the Shareholders are parties to the Agreement
(the "Parties"), pursuant to which Lexicon will acquire Four Hundred Thousand
(400,000) shares of the capital stock of ATN in exchange for Two Million
(2,000,000) shares of Lexicon's common stock and a cash payment of One Hundred
and Seven Thousand, Sixty Hundred and Ninety-Two Dollars ($107,692). To reflect
the proper valuation of ATN's stock, the Parties wish to reduce the
consideration for the Shareholders' 400,000 shares of the capital stock of ATN
to 2,000,000 shares of Lexicon's common stock only.
Section 13.2 of the Agreement provides that the Agreement may be
amended by an instrument in writing signed by Lexicon, the Company and a
majority in interest of the Shareholders of the Company or the duly authorized
representatives of the respective parties. This Amendment satisfies the
requirements of Section 13.2 and is effective to amend the Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound and
in consideration of the mutual agreements and covenants contained herein and for
such other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, agree as follows:
1. Amendment to Paragraph B of the Recitals to the Agreement. The
Agreement is hereby amended to delete paragraph B of the Recitals thereto in its
entirety and in lieu thereof to insert the following new paragraph B:
"B. Lexicon is willing to acquire the Shares making the
Company a majority-owned subsidiary of Lexicon, and the
Shareholders desire to exchange their shares for shares of
Lexicon's authorized but unissued Common Stock as hereinafter
provided."
2. Amendment to Section 1.1 of the Agreement. The Agreement is hereby
amended to delete Section 1.1 thereof in its entirety and in lieu thereof to
insert the following new Section 1.1:
"1.1. Exchange of Shares. Lexicon and the Shareholders hereby
agree that the Shareholders shall, on the Closing Date (as
hereinafter defined), exchange the Shares for 2,000,000
shares, in the aggregate, of Lexicon Common Stock, $0.001 par
value (the "Lexicon Shares"). The number of shares of capital
stock owned by the Shareholders and the number of Lexicon
Shares which the Shareholders will be entitled to receive in
the Exchange is set forth in Exhibit A hereto."
3. Amendment to Section 8.5 of the Agreement. The Agreement is hereby
amended to delete Section 8.5 thereof in its entirety and in lieu thereof to
insert the following new Section 8.5:
"8.5. Stock Certificates. At the Closing, the Shareholders
shall receive certificates representing the securities to be
received pursuant hereto."
4. Amendment to Section 12 of the Agreement. The Agreement is hereby
amended to delete Section 12 thereof in its entirety and in lieu thereof to
insert the following new Section 12:
"12. THE CLOSING
The Closing shall take place on the second business
day following the satisfaction or waiver of the conditions to
closing specified herein or on such other date as the Parties
may agree. At the Closing, the parties shall provide each
other with such documents as may be necessary or appropriate
in order to consummate the transactions contemplated hereby
including evidence of due authorization of the Agreement and
the transactions contemplated hereby."
5. Amendment to Exhibit A. The Agreement is hereby amended to delete
Exhibit A thereto in its entirety and in lieu thereof to insert the following
new Exhibit A:
EXHIBIT A
EXCHANGE WITH LEXICON
- ------------------------------ ---------------------------- ----------------------------
NAME OF SHAREHOLDER NUMBER OF SHARES TO BE NUMBER OF LEXICON SHARES
EXCHANGED TO BE RECEIVED
- ------------------------------ ---------------------------- ----------------------------
Omar Malheiro Silva Araujo 280,000 1,400,000
- ------------------------------ ---------------------------- ----------------------------
Manuel da Costa Fraguas 120,000 600,000
- ------------------------------ ---------------------------- ----------------------------
400,000 2,000,000
- ------------------------------ ---------------------------- ----------------------------
6. Agreement Remains in Force. Except as expressly set forth in this
Amendment, the Agreement remains unmodified and in full force and effect.
7. Miscellaneous. This Amendment and the Agreement constitute the
entire understanding among the parties hereto with respect to the subject matter
hereof and may not be further amended, modified or supplemented except as
specified in the Agreement. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and enforceable against
the Parties actually executing such counterpart, and all of which, when taken
together, shall constitute one instrument. Facsimile execution and delivery of
this Agreement is legal, valid and binding execution and delivery for all
purposes.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
LEXICON UNITED INCORPORATED
By: /s/ Elie Saltoun
-------------------------------------
Name: Elie Saltoun
Title: Chief Executive Officer
ATN CAPITAL & PARTICIPACOES LTDA.
By: /s/ Manuel da Costa Fraguas
-------------------------------------
Name: Manuel da Costa Fraguas
Title: Director
By: /s/ Malheiro da Silva Araujo
-------------------------------------
Name: Omar Malheiro da Silva Araujo
Title: Director
MANUEL DA COSTA FRAGUAS
/s/ Manuel da Costa Fraguas
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OMAR MALHEIRO DA SILVA ARAUJO
/s/ Malheiro da Silva Araujo
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