Exhibit 4.(a).30
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT, dated as of April 17, 2006 (this "Amendment"), to the
Stock Purchase Agreement dated as of April 12, 2006 (the "Agreement"), by and
among XXXX SYSTEMS, INC., a company organized and existing under the laws of
Delaware (the "Purchaser"); C360 SOLUTIONS INCORPORATED, a company organized and
existing under the laws of Georgia (the "Company"); and XX. XXXX XXXXXXX having
an address of 0000 Xxxxxxxx Xxxxx Xx Xxxxxxx XX 00000, XX. XXXXXXX XXXXXXXXX
having an address of 0000 Xxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000, XX. XXXXXXX X.
XXXXXXXX having an address of 00000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000, XX. XXXXX
XXXXXXXXX having an address of 000 Xxxxxxxx Xxxxxx #0000 Xxxxxxx, XX 00000, XX.
XXXX XXXXXXX having an address of 0000 Xxxxxxxx Xxxxx Xxxxxxx, XX 00000, and XX.
XXXXXX XXXXX having an address of 0000 Xxxxxxx Xx Xxxxxxx, XX 00000
(collectively, the "Sellers"). Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Agreement.
Pursuant to the terms of the Agreement and in accordance with Section
12.05 thereof, the parties hereto agree to amend the Agreement as follows:
SECTION 1 AMENDMENT TO SECTION 2.02 (D)(IV). Section 2.02 (d)(iv) of
the Agreement is amended by deleting the subsection in its entirety and
replacing such subsection with the following:
"(iv) In the event that the difference between [Actual Current Assets
- Actual Current Liabilities] - [Closing Current Assets - Closing
Current Liabilities] (such difference the "Difference Amount") is
greater than $70,000, then the True Up Amount shall equal:"
Difference Amount - $70,000
SECTION 2 AMENDMENT TO SECTION 2.02 (E)(I). Section 2.02 (e)(i) of the
Agreement is amended by deleting the subsection in its entirety and replacing
such subsection with the following:
"(i) a first, second, third, fourth, fifth, sixth, seventh and eighth
installment of 50,000 shares of CDC Corporation Stock for each
installment shall be payable respectively on the following dates:
Within 10 Business Days of the Closing ("First Stock
Installment"), on the three month anniversary of Closing ("Second
Stock Installment"), on the six month anniversary of Closing
("Third Stock Installment"), on the nine month anniversary of
Closing ("Fourth Stock Installment"), on the twelve month
anniversary of Closing ("Fifth Stock Installment"), on the
fifteen month anniversary of Closing ("Sixth Stock Installment"),
on the eighteen month anniversary of Closing ("Seventh Stock
Installment") and on the twenty-one month anniversary of Closing
("Eighth Stock Installment"). The payment of the First Stock
Installment, the Second Stock Installment, the Third Stock
Installment, the Fourth Stock Installment, the Fifth Stock
Installment, the Sixth Stock Installment, the Seventh Stock
Installment and the Eighth Stock Installment shall not be
conditioned upon the employment, continued employment or
achievement of any performance objectives of any of the Sellers
with respect to the Employment Agreements"
SECTION 3 AMENDMENT TO SECTION 2.03. Section 2.03(b) of the Agreement
is amended by deleting the last paragraph of the section in its entirety and
replacing such paragraph with the following:
"The payment of the First Cash Installment at Closing and the First
Stock Installment within 10 Business Days of Closing shall be the last
action performed at Closing and shall be made promptly after receipt
by the Purchaser of the Equity Interest, and are conditioned upon: (a)
the execution of the other Transaction Documents; and (b) each of the
other conditions precedent set out in this Section 2 and Section 7."
SECTION 4 TAX ELECTION. The Sellers and the Company consents to enter
into an IRC section 338(h)(10) election in connection with the sale and purchase
of the Equity Interest and agree to do everything reasonably necessary to give
effect to election and to use all reasonable endeavours to cause relevant third
parties to do likewise
SECTION 5 FULL FORCE AND EFFECT. Except as expressly amended hereby,
the Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
SECTION 6 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflicts of laws principles thereof
SECTION 7 COUNTERPARTS. This Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same instrument.
2
IN WITNESS WHEREOF, the Sellers, the Purchaser and the Company have
caused this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
XXXX SYSTEMS, INC.
By:
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Name:
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Title:
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C360 SOLUTIONS INCORPORATED
By:
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Name:
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Title:
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XXXX XXXXXXX
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XXXXXXX XXXXXXXXX
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XXXXXXX X. XXXXXXXX
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XXXXX XXXXXXXXX
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XXXX XXXXXXX
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XXXXXX XXXXX
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