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EXHIBIT 10.29
XXXXXXX-XXXXX, INC.
AMENDMENT TO STOCK PURCHASE AGREEMENT
AND
ESCROW AGREEMENT ("AMENDMENT")
The undersigned SHAREHOLDERS and AMERICAN MEDCARE CORPORATION have
entered into a Stock Purchase Agreement ("Agreement") and an Escrow Agreement
with GLASS, XXXXXXXXXX, XXXXXXXX & XXXXXXX, LLP, as escrow agent, pursuant to
which certain closing documents were being held in escrow pending the pricing
of the Common Stock of InfoCure Corporation, pursuant to Registration Statement
on Form SB-2, No. 333-18923.
WHEREAS, the parties wish to amend the agreements to extend the time
for the consummation of the transactions contemplated in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein made
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 2.6 is amended by deleting the paragraph in
its entirety and substituting the following in lieu
thereof:
"(a) If the consolidated stockholders'
equity of the Company as of the Closing Date
determined in accordance with GAAP but consistent
with the basis on which the Financial Statements
referred to in paragraph 3.2 were prepared (i) is
less than $122,098 ("Net Worth Shortfall"), the stock
portion of the Purchase Price shall be decreased by
the amount of the Net Worth Shortfall (based on the
price per share at the Public Offering); or (ii) is
greater than $122,098 ("Net Worth Increase"), the
stock portion of the Purchase Price shall be
increased by the amount of the Net Worth Increase
(based on the price per share at the Public
Offering); otherwise the Purchase Price shall not be
adjusted by this paragraph 2.6. For periods during
which the Company pays income taxes on a cash basis,
there shall be accrued a deferred liability for taxes
payable by reason of such election to be taxed on a
cash basis versus an accrual basis."
"(b) The parties shall use their best
efforts to estimate the amount of the net worth
adjustment on or prior to the Closing and the
Purchase Price as of the Closing will reflect such
tentative adjustment which will be subject to further
adjustment pursuant to the provisions
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of paragraph 2.6(a). Any adjustments shall be made
by increasing or decreasing, as applicable, the stock
portion of the Purchase Price (based on the price per
share at the Public Offering).
"(c) Buyer shall cause, as its expense, a
balance sheet of the Company as of the Closing to be
prepared and completed within ninety (90) days after
the Closing. As soon as such financial statement is
available to Buyer, Buyer shall deliver to
Shareholders the financial statement. Shareholders
shall have thirty (30) days to review and object to
the balance sheet. Any disagreements as to the
amounts of any adjustment to be made to the balance
sheet, if not mutually resolved, shall be resolved as
provided in paragraph 9.5, except that the
arbitrator(s) shall be person(s) experienced in
financial and accounting matters. Upon the final
resolution of the financial statement as of the
Closing, the final net worth adjustment shall be made
to the stock portion of the Purchase Price (after
consideration of any estimated net worth adjustment
previously made pursuant to subparagraph 2.6(b)) and
the amount of shares for any remaining further
adjustment (based on the price per share at the
Public Offering) shall be immediately delivered by
the Shareholders to Buyer, or by the Buyer to the
Shareholders, as appropriate.
2. (a) Paragraph 2.7(a) is amended by deleting the
first six lines thereof commencing with "195,750
shares" and ending with "for each year" in its
entirety and substituting the following in lieu
thereof:
"(a) 195,750 shares of common stock of
Buyer plus one-half of the shares withheld from
Shareholders pursuant to Paragraph 2.6(c) in the
event of a Net Worth Shortfall, if any,
(collectively, the "Adjustment Shares") shall be
earned and payable to the Shareholders each year (an
aggregate of two times the number of Adjustment
Shares) if either the total revenues or operating
profits of the Company and the Health Care Division,
Inc. ("HCD") combined equal or exceed the applicable
amount set forth below for each year:"
(b) The term "Fiscal Year, 1998 and 1999" set forth in
the schedule set forth in paragraph 2.7(a) shall mean the
twelve-month periods ending July 31, 1998 and 1999,
respectively. Paragraph 2.7(b) is amended by substituting
July 31, 1998 and July 31, 1999 in lieu of January 31, 1998
and January 31, 1999.
3. Xxxxxxxxx 00.0, Xxxxxxxxxxx and Abandonment, of the Agreement
is hereby amended by substituting June 30, 1997 in lieu
of April 15, 1997, as set forth in subparagraphs (b), (c) and
(d) of paragraph 12.1.
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4. The Escrow Agreement is amended by substituting June
30, 1997 in lieu of April 15, 1997, and July 1, 1997
in lieu of April 16, 1997 except that upon the request of
counsel for the Company or the Shareholders, the legal
opinion(s) held in escrow shall be released to such counsel.
5. With respect to the shares of common stock of Buyer
to be received pursuant to the Agreement, the
Shareholder of such shares shall execute and deliver to the
underwriters and the Buyer an agreement ("Standstill
Agreement") that the holder of said shares will not sell or
otherwise transfer the shares for six (6) months after the
Closing. The Standstill Agreement shall be in the same form
as that executed by the President of Buyer.
6. Except as herein specifically provided, the parties
hereto reaffirm the terms and conditions of the
Agreement and Escrow Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the 5th day of May, 1997.
AMERICAN MEDCARE CORPORATION
By:
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Name:
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Title:
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SHAREHOLDERS:
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Name:
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Name:
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GLASS, XXXXXXXXXX, XXXXXXXX &
XXXXXXX, LLP
By:
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Partner
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