AMENDMENT TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT ("AMENDMENT")
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EXHIBIT 10.26
ROVAK, INC.
AMENDMENT TO STOCK PURCHASE AGREEMENT
AND
ESCROW AGREEMENT ("AMENDMENT")
The undersigned SHAREHOLDERS and INFOCURE 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 2.8(a) is amended by substituting the words
"for the 12 month period ending January 31, 1998" for
the words "for the year ended December 31, 1997."
2. Paragraph 2.8(b) is amended by substituting "January
31, 1998" for December 31, 1997" wherever it appears
therein.
3. Paragraph 3.2, Financial Statement, is amended by
substituting "December 31, 1996" in lieu of
"September 30, 1996" and by substituting "the year
ended" in lieu of "the nine months ended."
4. 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 11.1.
5. 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.
6. With respect to the shares of common stock of Buyer
to be received pursuant to the Agreement, certain
Shareholders of such shares shall execute and deliver
to the underwriters and the Buyer an agreement
("Standstill Agreement") that the holder of
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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.
7. Upon the Purchase Price Delivery Date, Buyer will
cause Company to pay in full the Company's then
outstanding loans, including accrued interest, from
Lake Elmo Bank pursuant to (i) those certain variable
rate commercial promissory notes in the original
principal amount of $500,000.00 dated August 28, 1996
and in the original principal amount of $330,350.00,
dated November 9, 1995; the Note dated June 16, 1994
in the original principal amount of $496,102.33; and
the Note dated October 28, 1991 in the original
principal amount of $132,000.00.
8. 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 24th day of May, 1997.
INFOCURE 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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Name:
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GLASS, XXXXXXXXXX, XXXXXXXX &
XXXXXXX, LLP
By:
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Partner
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