EXHIBIT 2.4
THIRD AMENDMENT TO
STOCK AND ASSET PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT (this "Third
Amendment") is made and entered into this 30th day of October 30th, 2001 to
be effective as of September 30, 2001 (the "Effective Date") by and among
RAPID LINK USA, INC., a Georgia corporation ("Rapid Link USA" or "Sub");
RAPID LINK, INC., a Georgia corporation that is the sole shareholder of the
Sub ("RLI" or "Parent"); and DIAL THRU INTERNATIONAL CORPORATION, a Delaware
corporation (the "Purchaser"), and Xxxx Xxxxxxx, an individual resident of
the State of California ("Xxxxxxx"). Parent and Sub are referred to
collectively herein as the "Sellers."
Background
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WHEREAS, the Purchaser and Sellers entered into that certain Stock and
Asset Purchase Agreement dated September 18, 2001, as amended by that
certain First Amendment to Stock and Asset Purchase Agreement dated
September 21, 2001, and as further amended by that certain Second Amendment
to Stock and Asset Purchase Agreement dated October 12, 2001 (as amended,
the "Agreement"); and
WHEREAS, the Purchaser and Sellers desire to amend the Agreement in
accordance with the terms of this Third Amendment.
NOW, THEREFORE, for and in consideration of the foregoing premises and
the mutual representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Amendments to Agreement.
A. Section 3.1(a)(iii) shall be removed in its entirety and
replaced with the following:
"[RESERVED]"
B. Section 3.1(a) (iv) shall be removed in its entirety and
shall be replaced with the following:
(iv) $550,000 minus the Advance Payments calculated by the
Purchaser to be outstanding as of October 1, 2001, with such balance, if
any, payable to the Sellers on or before December 15, 2001.
C. Section 3.1(b) shall be amended by adding the following to the end
of Section 3.1(b):
"Purchases shall have, at its election, the right to substitute
in cash of $550,000 ("Substituted Funds") in place of the Escrowed Stock.
Upon receipt by Sellers of the Substituted Funds, the Escrowed Stock shall
be immediately release to Xxxxxxx."
D. The Agreement shall be amended by adding the following Section 3.1
(e):
(e) The parties agree and acknowledge that Sellers' liability for
Advance Payments pursuant to Section 3.1(a)(iv) above shall be limited to
$550,000. Should the Advance Payments, once calculated by the Purchasers in
accordance with this Agreement, exceed $550,000, Sellers shall have no
additional liability to Purchaser for same.
Headings. The headings in this Third Amendment are inserted solely as
a matter of convenience and for reference, and are not a part of this Third
Amendment.
3. Counterparts; Copies. This Third Amendment may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one counterpart has been signed by
each party and delivered to the other party hereto. One or more copies of
this Third Amendment may be executed but it shall not be necessary, in
making proof of the existence of this Third Amendment, to provide more than
one original copy.
4. Entire Agreement. The Agreement, as amended by this Third
Amendment, is the final and entire agreement among the parties regarding the
subject matter hereof, and is a complete and exclusive statement of the
terms of such agreement. This Third Amendment supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. Neither this Third Amendment, nor the Agreement, nor
any provision hereof or thereof, may be changed, waived, discharged,
supplemented, or terminated orally, but only by an agreement in writing
signed by the party against which the enforcement of such change, waiver,
discharge, or termination is sought.
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IN WITNESS WHEREOF, each party hereto has executed this Third
Amendment, as of the Effective Date.
PURCHASER: SELLER:
DIAL THRU INTERNATIONAL RAPID LINK, INC.
CORPORATION
By: /s/ Xxxx Xxxxxxx By /s/ Xxx Xxxx
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Xxxx Xxxxxxx, President Xxx Xxxx, Chief Operating Officer
SELLER:
RAPID LINK USA, INC.
By /s/ Xxx Xxxx
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Xxx Xxxx, Chief Operating Officer
