Post-Closing Agreement between Logica Holdings, Inc. and William O'Dowd, IV (Addendum to Merger and Stock Purchase Agreement)

Summary

This agreement, between Logica Holdings, Inc. and William O'Dowd, IV, serves as an addendum to their Merger and Stock Purchase Agreement dated June 23, 2008. It outlines specific post-closing actions to be completed within ten business days after closing, unless extended in writing. Key obligations include Logica issuing shares to O'Dowd, appointing him as Chairman and CEO, and Dolphin Digital Media transferring its share capital to Logica, providing updated financials, and delivering a licensing consent letter. The agreement is governed by Nevada law.

EX-1.2 3 logica8k062308ex12.txt POST-CLOSING AGREEMENT Exhibit 1.2 Logica Holdings, Inc. / William O'Dowd, IV Post-Closing Agreement Reference is hereby made to that certain Merger and Stock Purchase Agreement dated as of June 23, 2008 (the "MSPA"), by and between William O'Dowd, IV and Logica Holdings, Inc. All capitalized terms used in this Post-Closing Agreement and not otherwise defined herein have the meanings assigned to them in the MSPA. The undersigned hereby agree, with respect to each matter set forth in Schedule A attached hereto, to ensure that each such matter therein shall have been accomplished within ten (10) business days after the Closing, subject to written extension by, and in the sole discretion of, the receiving party, which shall not be unreasonably withheld. We hereby further agree that this Post-Closing Agreement shall be deemed to constitute an addendum to the MSPA and incorporated therein by reference. This Post-Closing Agreement shall be construed in accordance with and governed by the laws of the State of Nevada. This Post-Closing Agreement may be executed in two or more counterparts each of which shall constitute an original but all of which when taken together shall constitute but one Agreement. Delivery of an executed counterpart of a signature page to this Post-Closing Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Post-Closing Agreement may not be amended or modified except in writing signed by all the parties hereto. Accepted as of the date when first written above by: CEO of Logica Holdings, Inc. By: ________________________ Pino G. Baldassarre Shareholder of Dolphin Digital Media, Inc. By: ________________________ William O'Dowd, IV SCHEDULE A Post Closing Items List - ----------------------------- -------------------------------------------------- Party Responsible Action Required - ----------------------------- -------------------------------------------------- Logica Holdings Issuance and Delivery of 24,063,735 Shares of Logica Holdings Common Stock to William O'Dowd, IV or his Nominee - ----------------------------- -------------------------------------------------- Logica Holdings Appointment of William O'Dowd, IV as Chairman and CEO - ----------------------------- -------------------------------------------------- Dolphin Digital Media Issuance and Delivery of all of the Share Capital in Dolphin Digital Media to Logica Holdings - ----------------------------- -------------------------------------------------- Dolphin Digital Media Presentation of an updated financial statement as of the date of the Closing - ----------------------------- -------------------------------------------------- Dolphin Digital Media Survivability letter of consent of licensing agreement from Dolphin Entertainment - ----------------------------- --------------------------------------------------