-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbLG7CnIuwvjXu9dCVzDlMGV9F26QtsJgL9f9L0yDfdQo6jhpRVbgb2wDlY4cFxE yRzV8vFwMwLNcgsjyaaARg== 0000950127-05-000725.txt : 20051006 0000950127-05-000725.hdr.sgml : 20051006 20051006161223 ACCESSION NUMBER: 0000950127-05-000725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051006 DATE AS OF CHANGE: 20051006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 24HOLDINGS INC CENTRAL INDEX KEY: 0001025315 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 330726608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22281 FILM NUMBER: 051127383 BUSINESS ADDRESS: STREET 1: CYBERIA HOUSE STREET 2: CHURCH STREET CITY: BASINGSTOKE RG217QN STATE: X0 ZIP: 00000 BUSINESS PHONE: 011441256867800 MAIL ADDRESS: STREET 1: CYBERIA HOUSE STREET 2: CHURCH STREET CITY: BASINGSTOKE RG217QN STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SCOOP INC/DE DATE OF NAME CHANGE: 19970325 8-K 1 a462124.txt 24HOLDINGS 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------------- Date of report (Date of earliest event reported) September 30, 2005 ------------------------------ 24HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact Name of the Registrant as Specified in Charter) Delaware 000-22281 33-0726608 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Cyberia House, Church Street, Basingstoke, Hampshire RG21 7QN, United Kingdom - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code +44 1256 867 800 ---------------------------- Not Applicable. - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2005, in connection with the consummation of the transaction discussed in Item 2.01 and the related transactions discussed in the current report filed with the Securities and Exchange Commission (the "SEC") on Form 8-K by the Company on June 2, 2005 and the definitive information statement filed with the SEC by the Company on Schedule 14C and mailed to the stockholders of the Company on August 11, 2005, both of which are incorporated herein by reference, 24Holdings Inc. (the "Company") entered into an Amendment to Common Stock Purchase Agreement (the "Amendment"), among Infinicom AB ("Infinicom"), the Company, Moyo Partners, LLC ("Moyo") and R&R Biotech Partners LLC ("R&R," together with Moyo, the "Purchasers"), which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Amendment amends a Common Stock Purchase Agreement entered into by the parties to the Amendment on May 26, 2005, as described in the Form 8-K filed by the Company with the SEC on June 2, 2005. The Amendment sets out the responsibilities of the Company's Chief Executive Officer, Urban von Euler, and Chief Financial Officer, Roger Woodward, following the closing of the transactions with respect to assisting the Purchasers in the preparation of the quarterly report of the Company on Form 10-Q for the period ending September 30, 2005, and providing certifications for such Form 10-Q. In addition, the Amendment clarifies an agreement between Infinicom and the Purchasers regarding issuance of shares of one percent (1%) of the outstanding Common Stock of the Company to Infinicom upon the occurrence of one of several possible post-closing events, including an equity financing or the consummation of a merger. Item 2.01 Completion of Acquisition or Disposition of Assets. On September 30, 2005, the Company completed a disposition of all of the outstanding stock of 24STORE (Europe) Limited ("24STORE"), a wholly owned subsidiary of the Company, to Infinicom, the then owner of a majority of the issued and outstanding stock of the Company. The details of the disposition of 24STORE and the agreements relating to such disposition are described in the current report filed with the SEC on Form 8-K by the Company on June 2, 2005 and the definitive information statement filed with the SEC by the Company on Schedule 14C and mailed to the stockholders of the Company on August 11, 2005, both of which are incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. On September 30, 2005, in connection with the closing of the transaction discussed in Item 2.01, the Company sold 344,595 shares of newly created and issued Series A Preferred Stock, par value $.001 (the "Preferred Stock") to Infinicom in exchange for the discharge of debt owed by the Company to Infinicom in the amount of $230,879, in a private transaction in reliance upon an exemption from registration available under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. The Company believes the issuance was exempt from registration because Infinicom is an accredited investor and the transaction otherwise meets the requirements for exemption from registration. Each share of Preferred Stock is convertible into one hundred (100) shares of Common Stock of the Company immediately upon election and written notice to the Company by the holder of the Preferred Stock, provided that there are sufficient authorized and unissued shares of Common Stock of the Company available for issuance, as more fully described in the Certificate of Designations attached hereto as Exhibit 3.1 and incorporated herein by reference. The details of the sale of the Preferred Stock and the agreements relating to such sale are described in the current report filed with the SEC on Form 8-K by the Company on June 2, 2005 and the definitive information statement filed with the SEC by the Company on Schedule 14C and mailed to the stockholders of the Company on August 11, 2005, both of which are incorporated herein by reference. Item 5.01 Changes in Control of Registrant. On September 30, 2005 Infinicom completed the sale of 109,171,181 shares of Common Stock of the Company, constituting 83.6% of the then issued and outstanding Common Stock of the Company, to the Purchasers, which resulted in the Purchasers acquiring control of the Company from Infinicom, with R&R beneficially owning 87,336,945 shares of Common Stock (constituting 66.9% of the then issued and outstanding shares of Common Stock of the Company) and Moyo beneficially owning 21,834,236 (constituting 16.7% of the then issued and outstanding shares of Common Stock of the Company). R&R acquired its shares of Common Stock of the Company with funds received from its affiliate, Rodman & Renshaw, a registered broker-dealer. Moyo acquired its shares of Common Stock of the Company using its working capital. The transaction resulting in the change in control of the Company, including details regarding new directors and anticipated officers of the Company, is described in the definitive information statement filed with the SEC by the Company on Schedule 14C and mailed to the stockholders of the Company on August 11, 2005, which is incorporated herein by reference. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective September 30, 2005, Urban von Euler resigned as President and director of the Company, to continue as Chief Executive Officer of the Company through the filing of the quarterly report on Form 10-Q by the Company with the SEC for the period ending September 30, 2005. Effective September 30, 2005, Larsake Sandin resigned as director of the Company. Prior to resigning as directors of the Company, Urban von Euler and Larsake Sandin, constituting the entire Board of Directors of the Company, appointed Arnold Kling and Kirk Warshaw as directors of the Company. Further details regarding Mr. Kling and Mr. Warshaw are provided in the definitive information statement filed with the SEC by the Company on Schedule 14C and mailed to the stockholders of the Company on August 11, 2005, which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (b) Pro forma financial information meeting the requirements of Article 11 of Regulation S-X will be filed by the Company, if required, on an amendment to this Form 8-K not later than 71 calendar days after the date of filing of this Form 8-K with the SEC. Exhibit No. Description - ---------- ----------- 3.1 Certificate of Designations, Rights and Preferences of Series A Preferred Stock $.001 Par Value of 24Holdings Inc. 10.1 Amendment to Common Stock Purchase Agreement, among Infinicom AB, 24Holdings Inc., Moyo Partners, LLC and R&R Biotech Partners LLC. 99.1 Resignation Letter of Urban von Euler dated as of September 30, 2005. 99.2 Resignation Letter of Larsake Sandin dated as of September 30, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 24HOLDINGS INC. Date: October 6, 2005 By: /s/ Roger Woodward -------------------------------------- Name: Roger Woodward Title: Chief Financial Officer EX-3.(I) 2 ex3_1.txt 24HOLDINGS PREFERRED STOCK CERTIFICATE CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES A PREFERRED STOCK $.001 PAR VALUE OF 24HOLDINGS INC. -------------------- Pursuant to Section 151 of the General Corporation Law of the State of Delaware -------------------- 24HOLDINGS INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "Corporation") DOES HEREBY CERTIFY: That pursuant to authority conferred upon the Board of Directors of the Corporation (the "Board") by the Certificate of Incorporation of the Corporation, the Board, by a Unanimous Written Consent dated September 29, 2005, adopted the following resolution authorizing the creation and issuance of a series of 500,000 shares of Series A Preferred Stock, $.001 par value per share (the "Series A Preferred Stock" or the "Series"), which resolution is as follows: RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board hereby creates a series of 500,000 shares of Series A Convertible Preferred Stock, $.001 par value per share, of the Corporation and authorizes the issuance thereof, and hereby fixes the designation thereof, and the voting powers, preferences and relative, participating, optional and other special limitations or restrictions thereon (in addition to the designations, preferences and relative, participating and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation, as amended, of the Corporation, which are applicable to the preferred stock of all series) as follows: 1. Designation. The shares of the Series shall be designated "Series A Convertible Preferred Stock" (hereinafter referred to as the "Series A Preferred Stock"), and the number of shares constituting the Series shall be 500,000, $.001 par value per share. The number of authorized shares of the Series may be reduced by further resolution duly adopted by the Board of Directors of the Corporation and by filing amendments to the Certificate of Designations pursuant to the provisions of the General 1 Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased. 2. Dividends. Holders of the Series A Preferred Stock (the "Holders") shall not be entitled to dividends. 3. Voting Rights. The holder of each share of Series A Preferred Stock, shall have the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The Holders shall have the right or power to vote only to the extent and only equal to the number of shares of authorized and unissued shares of Common Stock into which such shares of Series A Preferred Stock are then convertible in accordance with Section 5 hereof. 4. Conversion Rights. The Series A Preferred Stock shall be convertible into Common Stock immediately as follows: a. Optional Conversion. Subject to and upon compliance with the provisions of this paragraph 5, a Holder shall have the right at such Holder's option at any time or from time to time, to convert any of such shares of Series A Preferred Stock into fully paid and non-assessable shares of Common Stock at the Conversion Rate (as hereinafter defined), provided, however, that the Conversion Rights set forth in this Section 5 shall be available only to the extent that there are sufficient authorized and unissued shares of Common Sock of the Corporation available for issuance and the number of shares of Common Stock issuable upon conversion shall not exceed the number of authorized and unissued shares of Common Sock of the Corporation on the Conversion Date. b. Conversion Rate. Each share of Preferred Stock is convertible into 100 shares of common stock. c. Mechanics of Conversion. The Holder may exercise the conversion right specified in subparagraph 5(a) by giving written notice to the Corporation, that the Holder elects to convert a stated number of shares of Series A Preferred Stock into a stated number of shares of Common Stock in accordance with the Conversion Rate, and by surrendering the certificate or certificates representing the Series A Preferred Stock so to be converted, duly endorsed to the Corporation or in blank, to the Corporation at its principal office (or at such other office as the Corporation may designate by written notice, postage prepaid, to all Holders) at any time during its usual business hours on or before the Conversion Date (as defined below), together with a 2 statement of the name or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock shall be issued. (1) Conversion Deemed Effective. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares are made and such date is referred to as the "Conversion Date"; provided, however, that any such surrender on any date when the stock transfer books of the Corporation are closed, shall constitute the person or persons in whose name or names the certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. (2) Issuance of Common Stock; Effect of Conversion. Promptly after receipt from a Holder of the written notice referred to in paragraph (c) of this Section 5 and surrender of the certificate or certificates representing the share or shares of Series A Preferred Stock to be converted, the Corporation shall cause to be issued and delivered to said holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such share or shares, provided that there are sufficient authorized and unissued shares of Common Sock of the Corporation available for issuance. d. Conversion Rate Adjustments. The Conversion Rate shall be subject to adjustment from time to time as follows: (1) Consolidation, Merger, Sale, Lease or Conveyance. In case of any consolidation with or merger of the Corporation with or into another corporation, or in case of any sale, lease or conveyance to another corporation of the assets of the Corporation as an entirety or substantially as an entirety, each share of Series A Preferred Stock shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of Series A Preferred Stock would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of the shares of Series A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock of other securities or property thereafter deliverable on the conversion of the shares of Series A Preferred Stock. (2) Stock Dividends, Subdivisions, Reclassification or Combinations. If the Corporation shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be 3 proportionately adjusted so that the holder of any shares of Series A Preferred Stock surrendered for conversion after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such Series A Preferred Stock been converted immediately prior to such date. Successive adjustments in the Conversion Rate shall be made whenever any event specified above shall occur. e. Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall round the fraction to the nearest whole number of shares such that the Company will round up if the fraction is one-half or more, and round down if the fraction is less than one-half. f. Treasury Stock. For the purposes of this paragraph 5, the sale or other disposition of any Common Stock theretofore held in the Corporation's treasury shall be deemed to be an issuance thereof. g. Costs. The Holder shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Series A Preferred Stock; provided further that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being issued. h. Valid Issuance. All shares of Common Stock which may be issued upon conversion of shares of Series A Preferred Stock will, upon issuance by the Corporation, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof, and the Corporation shall take no action which will cause a contrary result 5. Covenants. In addition to any other rights provided by law, so long as any Series A Preferred Stock is outstanding, the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of such outstanding shares of Preferred Stock, will not: a. amend or repeal any provision of, or add any provision to, the Corporation's Certificate of Incorporation or By-Laws if such action would alter adversely the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, any Series A Preferred Stock, or increase the number of shares of Series A Preferred Stock authorized hereby; b. authorize or issue shares of any class or series of stock not expressly authorized herein having any preference or priority as to dividends or assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock, or authorize or issue shares of stock of any class or any bonds, debentures, notes 4 or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of the Corporation having any preference or priority as to dividends, assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock; c. reclassify any class or series of any stock junior in liquidation rights to the Series A Preferred Stock ("Junior Stock") into stock in parity with the Series A Preferred Stock with respect to liquidation rights ("Parity Stock") or stock senior to the Series A Preferred Stock with respect to liquidation rights ("Senior Stock") or reclassify any series of Parity Stock into Senior Stock; d. declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise (other than dividends payable in shares of the class or series upon which such dividends are declared or paid, or payable in shares of Common Stock with respect to Junior Stock other than Common Stock, together with cash in lieu of fractional shares), nor shall the Corporation make any distribution on any Junior Stock, nor shall any Junior Stock be purchased or redeemed by the Corporation. 6. No Preemptive Rights. No holders of Series A Preferred Stock, nor of the security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire Series A Preferred Stock, whether now or hereafter authorized, shall, as such holder, have any preemptive right whatsoever to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation nor of any security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation, whether now or hereafter authorized. 7. Exclusion of Other Rights. Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Corporation's Certificate of Incorporation. The Shares of Series A Preferred Stock shall have no preemptive or subscription rights. 8. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 9. Severability of Provisions. If any right, preference or limitation of the Preferred Stock set forth in this Certificate (as such Certificate may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this Certificate (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein. 5 10. Status of Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of Preferred Stock issuable in series undesignated as to series and may be redesignated and reissued. [the balance of this page intentionally left blank] 6 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf by its President and attested to this 29th day of September, 2005. 24HOLDINGS, INC. By: /s/ Urban von Euler ------------------------------------ Urban von Euler, President ATTESTED /s/ Roger Woodward - -------------------------------- Roger Woodward, Secretary EX-10 3 ex10_1.txt AMENDMENT TO COMMON STOCK PURCHASE AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT -------------------------------------------- THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT ("Amendment"), dated as of September 29, 2005, by and among Infinicom AB ("Seller"), 24Holdings, Inc. (the "Company"), Moyo Partners, LLC ("Moyo"), R&R Biotech Partners LLC ("R&R," R&R and Moyo being collectively referred to as the "Purchasers"). W I T N E S S E T H WHEREAS, the Seller, the Company and the Purchasers have entered into that certain Common Stock Purchase Agreement (the "Agreement") dated as of May 26, 2005 relating to, among other things, the sale of the Seller's Shares (as defined in the Agreement) of the Company's stock to the Purchasers; and WHEREAS, pursuant to the Securities and Exchange Act of 1934, the Company is required to file a Form 10Q for the period ending September 30, 2005 (the "10Q"); and WHEREAS the 10Q must be certified by the Company's Chief Executive Officer ("CEO") and Chief Finaincial Officer ("CFO") pursuant to the Sarbanes-Oxley Act of 2002; and WHEREAS Urban Von Euler ("Von Euler") and Roger Woodward ("Woodward," Woodward and Von Euler being referred to collectively as the "Officers") serve as the Company's CEO and CFO ; and WHEREAS, the parties hereto desire to amend the Agreement to secure the employment of Von Euler as the CEO and Woodward as the CFO of the Company until such time as the Company has filed the 10Q and WHEREAS, the parties desire to amend the Agreement with respect to certain Merger Shares to be issued to the Seller. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. All capitalized terms herein shall have the meanings defined in the Agreement unless otherwise defined in this Amendment. Except as set forth herein, the Agreement is ratified and confirmed in all respects and all provisions therein shall continue in full force and effect 2. Covenants of Seller ------------------- a. Preparation of 10Q. After the Closing, Infinicom shall cause Von Euler and Woodward to continue to serve as the Company's CEO and CFO, respectively, at no cost to the Company, until such time as the Company has filed the 10Q with the United States Securities and Exchange Commission (the "SEC"). The Officers shall cooperate in the preparation of the 10Q, in a manner to reasonably facilitate its preparation and filing as soon as practicable following the Closing, and shall provide the certifications required by Sarbanes-Oxley consistent with prior filings of the Company's periodic reports with the SEC. The 10Q shall be approved by the Board of Directors of the Company prior to its filing. 3. Covenants of the Company ------------------------ a. Independent Auditors. In connection with the preparation of the 10Q, the Company covenants and agrees that it will continue to retain the professional services of Stonefield Josephson, Inc., the independent certified accountants currently engaged by the Company. The cost of such accountants shall be borne by the Company. b. Indemnification. In addition to any other indemnification to which the Officers may be entitled, the Company agrees to indemnify and hold the Officers harmless, and shall reimburse the Officers for, any loss, liability, claim, damage, expense (including, but not limited to, the reasonable cost of investigation and defense and reasonable attorneys' fees) or diminution of value arising from, or in connection with, services rendered by the Officers after the Closing, including, but not limited to, the preparation and filing of the 10Q, to the fullest extent permitted by law. 2 c. Merger Shares. Section 2.1 of the Agreement is hereby deleted and replaced in its entirety as follows: Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, transfer and assign to the Purchasers and the Purchasers agree to purchase from the Seller the Shares, in exchange for an aggregate purchase price (the "Purchase Price") consisting of (i) $500,000 in cash and (ii) shares of common stock of the Company which shall represent one percent (1%) of the issued and outstanding shares of common stock of the Company on a fully diluted basis (including any shares issuable pursuant to any warrants, options or convertible securities) determined as of the earlier to occur of the following events (the "Trigger Events"): (i) an equity financing, or series of equity financings, yielding gross proceeds to the Company of a minimum of $15,000,000 or (ii) consummation of the Merger with an operating business as set forth in Section 3.20 (after giving effect to any shares of common stock being issued in conjunction with such Merger) (the "Merger Shares"), provided, however, that in the event that the Trigger Events specified in (i) and (ii) occur within 60 days of each other, then the number of Merger Shares shall be determined as of the later of such Trigger Events. The Company shall issue the Merger Shares to the Seller upon the date of the Trigger Event. d. Seller Representations The following section 3.22 is added to the Agreement:: 3.22 Merger Shares. Seller is purchasing the Merger Shares for its own account, with the intention of holding the Merger Shares, with no present intention of dividing or allowing others to participate in the investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Merger Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act of 1933 and any applicable securities laws of any state or unless an exemption from registration is available under those laws. Seller undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the sale of the Merger Shares for investment, or any recommendation or endorsement of the sale of the Merger Shares. 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Agreement as of the day and year first above written. 24HOLDINGS, INC By: /s/ Roger Woodward ---------------------------- Name: Roger Woodward Title: CFO INFINICOM AB By: /s/ Per-Anders Johansson ---------------------------- Name: Per-Anders Johansson Title: Chairman MOYO PARTNERS, LLC By: /s/ Arnold Kling ----------------------------- Name: Arnold Kling Title: Managing Member R&R BIOTECH PARTNERS LLC By: /s/ Thomas Pinou ----------------------------- Name: Thomas Pinou Title: Chief Financial Officer 4 EX-99.1 4 ex99_1.txt VON EULER RESIGNATION TO: Board of Directors 24 Holdings, Inc. Cyberia House Church Street Basingstoke, Hampshire RG21 7QN RESIGNATION ----------- The undersigned, Urban von Euler, hereby resigns as President and Director of 24 Holdings, Inc., a Delaware corporation (the "Company"), effective as of September 30, 2005. The undersigned shall continue to serve as the Company's Chief Executive Officer pursuant to that certain Common Stock Purchase Agreement dated May 26, 2005 by and among the Company, Infinicom AB, Moyo Partners, LLC, and R&R Biotech Partners, LLC, as amended (the "Agreement"), until such time as the conditions set forth in the September 30, 2005 amendment of the Agreement with respect to the preparation and filing of the Company's Form 10Q for the period ending September 30, 2005 have been satisfied. Effective upon the satisfaction of such conditions, the undersigned shall resign as CEO of the Company. /s/ Urban Von Euler ----------------------------------- Urban Von Euler EX-99.2 5 ex99_2.txt SANDIN RESIGNATION TO: Board of Directors 24 Holdings, Inc. Cyberia House Church Street Basingstoke, Hampshire RG21 7QN RESIGNATION ----------- The undersigned, Larsake Sandin, hereby resigns as Director of 24 Holdings, Inc., a Delaware corporation (the "Company"), effective as of September 30, 2005. /s/ Larsake Sandin ----------------------------------- Larsake Sandin -----END PRIVACY-ENHANCED MESSAGE-----