EXHIBIT 2.2
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the "AMENDMENT") is
entered into effective as of September 28, 2005 (the "EFFECTIVE DATE"), by and
among EMRISE ELECTRONICS CORPORATION, a New Jersey corporation (the "BUYER"),
Xxxxxx X. Xxxxx, as Trustee of the Xxxxxx X. Xxxxx Trust Agreement dated
February 11, 1992 (the "OKADA TRUST"), and Xxxxxx Xxxxx, an individual
("XXXXX"). The Okada Trust and Xxxxx are each referred to herein as a "SELLER"
and collectively the "SELLERS." The Buyer and the Sellers are each referred to
herein as a "PARTY" and collectively as the "PARTIES."
R E C I T A L S
- - - - - - - -
A. The Parties have entered into that certain Stock Purchase Agreement
effective as of August 31, 2005 (the "PURCHASE AGREEMENT").
B. The Parties desire to amend the Purchase Agreement in the manner
specifically set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the meanings for such terms that are set forth in the Purchase
Agreement.
2. CERTAIN AMENDMENTS.
(a) Section 2.2(b) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) cash in the amount of Three Hundred Thousand
Dollars ($300,000) payable on October 6, 2005 and cash in the
amount of Three Hundred Thousand Dollars ($300,000) payable on
March 31, 2006, to Sellers in proportion to their respective
percentage ownership interests in the Company as set forth in
Section 5.2 of the Disclosure Schedule."
(b) Section 6.7 of the Purchase Agreement is hereby deleted in its
entirety.
3. NO OTHER MODIFICATIONS INTENDED. Except as specifically set forth
herein, no other modification of the Purchase Agreement is intended or to be
implied and the terms of the Purchase Agreement, except as modified herein,
shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
effective as of the date first above written.
BUYER: EMRISE ELECTRONICS CORPORATION,
a New Jersey corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Xxxxxxx X. Xxxxx, President and Chief
Executive Officer
SELLERS: /s/ Xxxxxx Xxxxx
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XXXXXX XXXXX, as Trustee of the Xxxxxx X.
Xxxxx Trust Agreement Dated February 11, 1992
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX, an individual
