Variation to the Share Purchase Agreement dated 21st June 1999
(the "Share Purchase Agreement") between
the Trustees for The Xxxx Xxxxx Settlement,
the Trustees for the Xxxxxxx Xxxxx Settlement,
Xxxxx Xxxxxxx, Xxxx Xxxxx (the "Shareholders")
and Xxxxxxx Xxxxx on the one part and Vertex Industries Inc.
(the "Purchaser") on the other part, (together
with the Shareholders, the "Parties")
The definitions referred to in the Share Purchase Agreement shall apply in this
document.
We the undersigned, being all the Parties and Edwardstone & Company,
Incorporated, ("Edwardstone") of 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX
00000, hereby agree and acknowledge as follows:
1. On Closing, Edwardstone shall, on instructions from the Purchaser,
transfer to Xxxx Xxxxx, as nominee for the shareholders, 384,428 shares
in the Purchase (the "Surplus Shares") in lieu of 'L'475,000 which
would otherwise have been paid in cash the Purchaser to the
Shareholders as part of the consideration as provided for in section
1.3 of the Share Purchase Agreement.
2. A share certificate for the Surplus Shares issued in the name of Xxxx
Xxxxx shall be handed over to the Shareholders' Agent on Closing.
3. The transfer of the Surplus Shares in 1 above shall be subject to the
terms set out in the letter from Xxxxxxxxx & Xxxxxxxxx except for
paragraphs 3 and 5 of that letter dated 23rd of September 1999
addressed to Edwardstone and countersigned by Nic Toms on behalf of
Edwardstone, a copy of which is attached hereto;
4. For the avoidance of doubt, the Surplus Shares shall not be subject to
the provisions of section 8.1 of the Share Purchase Agreement and are
subject in particular but not limited to the piggy back rights set out
in section 2.2 in the Registration Rights Agreement;
5. Edwardstone and the Purchaser agree with the Shareholders that the
consideration for the Surplus Shares will be discharged by way of a
reduction of the cash consideration which would otherwise have been
payable in cash on Closing in the amount of 'L'475,000 and to that
extent neither of them shall be entitled to call on the Shareholders or
Xxxx Xxxxx as their nominee for the payment of the consideration for
the Surplus Shares.
Dated: 27th September, 1999
