Exhibit 10.76a
AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT (the "Amendment") dated as of June 1, 1999 to the Stock
Purchase Agreement (the "Agreement") dated May 19, 1999, by and between XXXXX X.
XXXXX ("Purchaser"), and THE WELLCARE MANAGEMENT GROUP, INC., a New York
corporation (the "Company"). Capitalized terms used in this Amendment but not
otherwise defined herein shall have the respective meanings assigned thereto in
the Agreement.
W I T N E S S E T H:
WHEREAS, Purchaser and the Company wish to amend the Agreement to
change the location of the Closing set forth in Section 2(d) of the Agreement
and to extend the Closing Date set forth in Section 2(d) of the Agreement from
June 1, 1999 until June 9, 1999 or such other date as the parties may mutually
agree, provided that such date is not later than June 30, 1999;
WHEREAS, Purchaser and the Company wish to amend certain provisions of
the Agreement regarding the number of shares of preferred stock that the Fund is
to receive and to provide that the common stock to be issued to the Fund upon
conversion of such preferred stock shall be voting common stock;
WHEREAS, Purchaser and the Company wish to amend the Agreement to
provide that Purchaser will pay par value for all shares of Common Stock issued
to him pursuant to his anti-dilution rights after conversion of his Series A
Preferred Stock into Common Stock; and
WHEREAS, Purchaser wishes to acknowledge that he is not entitled to
receive any additional shares of capital stock of the Company to provide him
with a fifty-five percent (55%) voting interest in the Company in the event that
shares of Class A Common Stock remain outstanding as of the date of conversion
of the Series A Preferred Stock.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and promises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Closing. Paragraph 2(d) of the Agreement is hereby amended and
restated in its entirety as follows:
The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of
Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or at such other location as the parties may mutually
agree, commencing at 9:00 a.m. local time on or before June 9,
1999, or such other date as Purchaser and the Company may
mutually determine (the "Closing Date"); provided, however, that
the Closing Date shall be no later than June 30, 1999.
2. Preferred Stock to be Issued to the Fund.
(a) The third sentence of Section 2(a) shall be deleted in its entirety.
(b) Section 6(a)(vii) shall be amended and restated in its entirety as
follows:
the Fund shall have converted the Note into One Hundred Thousand
(100,000) shares of Preferred Stock (which shares of Preferred Stock
shall be convertible into Ten Million (10,000,000) shares of Common
Stock, if and when such additional shares of Common Stock as are
necessary to permit such conversion have been authorized by the
shareholders of the Company);
3. Payment of Par Value for Post-Conversion Anti-Dilution Shares. Section
2(b) of the Agreement is hereby amended by adding the following at the end of
the Section:
Purchaser hereby agrees that with respect to shares of Common Stock
issuable to Purchaser pursuant to Purchaser's anti-dilution rights as
set forth in this Section 2(b) after conversion of Purchaser's Shares
into Common Stock in accordance with this Agreement (each a
"Post-Conversion Anti-Dilution Share"), Purchaser shall pay the
Company par value for each Post-Conversion Anti-Dilution Share upon
issuance thereof to Purchaser.
4. Post-Conversion Voting Rights. To the extent that any of the holders of
the Class A Common Stock shall not have converted such stock into Common Stock
as of the date the Series A Preferred Stock is converted into Common Stock,
Purchaser hereby acknowledges and agrees that nothing in the Agreement,
including, without limitation, Sections 2(a) and 2(b) thereof, shall entitle
Purchaser to receive from the Company, or obligate the Company to Purchaser, any
shares of capital stock of the Company in order to provide Purchaser with a
fifty-five percent (55%) voting interest in the total number of votes of the
issued and outstanding Common Stock and issued and outstanding Class A Common
Stock, combined.
5. Governing Law; Counterparts. This Amendment shall be governed by and
construed in accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same instrument.
6. Amendments and Waivers. No amendment of any provision of this Amendment
shall be valid unless the same shall be in writing and signed by Purchaser and
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PURCHASER:
/s/ XXXXX X. XXXXX
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XXXXX X. XXXXX
THE COMPANY:
THE WELLCARE MANAGEMENT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Acting President and Chief Executive Officer
