Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 84± 341K
Issuer
2: EX-1 Underwriting Agreement 2± 12K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2± 11K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 31± 114K
5: EX-4 Instrument Defining the Rights of Security Holders 11± 45K
6: EX-5 Opinion re: Legality 1 6K
7: EX-6 Opinion re: Discount on Capital Shares 2± 11K
8: EX-7 Opinion re: Liquidation Preference 8± 37K
9: EX-8 Opinion re: Tax Matters 31± 115K
10: EX-9 Voting Trust Agreement 12± 45K
EX-6 — Opinion re: Discount on Capital Shares
DEBENTURE AND WARRANT AMENDING AGREEMENT made as of the
day of October, 2000
B E T W E E N:
VALUE HOLDINGS, INC.
a corporation incorporated under the laws of the
State of Florida
(hereinafter referred to as the VHI )
OF THE FIRST PART
-and-
ROYCAP INC.
a corporation incorporated under the laws of the
Province of Ontario
(hereinafter referred to as the Roycap )
OF THE SECOND PART
WHEREAS in accordance with the terms and conditions
contained in a 10% Convertible Debenture between VHI and Roycap
dated August 10, 2000, (the Debenture ) Roycap did advance to VHI
the sum of $1,000,000. U.S.;
AND WHEREAS in connection with the issue and sale of the
Debenture VHI issued to Roycap a Warrant to Purchase a Convertible
Debenture and Warrants dated August 10, 2000 (the Warrant );
AND WHEREAS VHI and Roycap have agreed to amend certain
terms of the Debenture and the Warrant in the manner as
hereinafter set out.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the sum of Ten ($10.00) Dollars U.S. and for such
good and other valuable consideration (the receipt and sufficiency
of which is hereby acknowledged by the parties hereto), VHI and
Roycap covenant and agree with each other as follows:
1. Any word or phrase used herein which is defined in the
Debenture shall have the same meaning as contained in the
Debenture.
2.
3. The reference to $0.195 set out in clause 9.1(a) of the
Debenture and in clause (i) of Schedule "C" to the Debenture is in
each case deleted and replaced with the amount $0.14 .
4.
5. The reference to $0.195 set out in clause 9.1(a) of the form
of debenture in Schedule A to the Warrant and in clause (i) of
the further Schedule A to such form of debenture, is in each case
deleted and replaced with the amount "$0.14".
6.
7. VHI and Roycap confirm that in all other respects, the terms,
covenants and conditions of the Debenture and the Warrant remain
unchanged, unmodified, and in full force and effect, except as
modified by this Amending Agreement.
8.
9. This Amending Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs,
successors and permitted assigns, as the case may be.
10.
1. IN WITNESS WHEREOF VHI and Roycap have executed this
Amending Agreement by affixing their corporate seals under the
hands of their respective officers duly authorized in that behalf,
this day of October, 2000.
2.
3.
4. VALUE HOLDINGS, INC.
5.
6.
7. Per:
8. Authorized Signing Officer
9.
10.
11.
12. ROYCAP INC.
13.
14. Per:
15. Authorized Signing Officer
16.
Dates Referenced Herein
| This ‘SB-2’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 11/17/00 | | None on these Dates |
| | 8/10/00 |
| List all Filings |
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Filing Submission 0000804191-00-000057 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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