FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into as of this 23rd day of August, 2007 (this "Amendment"), by and among HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the Persons listed on Schedule I (collectively, the "Purchasers").
A. The parties have entered into that certain Stock Purchase Agreement dated as of January 29, 2007 (the "Purchase Agreement") pursuant to which the Purchasers have agreed to purchase, and the Company has agreed to sell, shares of Common Stock of Company.
B. The parties desire to amend the Purchase Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Termination. The references to "August 31, 2007" in Section 8.1(c) and 8.1(d) of the Purchase Agreement is hereby deleted and references to "October 31, 2007" shall be substituted in lieu thereof.
2. Definitions. Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
3. Controlling Effect; Full Force. The parties acknowledge and agree that to the extent that the terms of this Amendment are in conflict with the terms of the Purchase Agreement, this Amendment shall control. Except as modified by this Amendment, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect.
4. Assignments. Neither this Amendment nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties (and any assignment otherwise shall be void).
5. No Third Party Beneficiary. This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Amendment.
6. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof.
7. Counterparts. This Amendment may be executed in two or more counterparts, including by facsimile, each of which shall be deemed an original but all of which taken together shall constitute a single agreement.
8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.
[SIGNATURES CONTAINED ON FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed and delivered by their respective duly authorized officers as of the date first written above.
| The Company: | |||
HSW INTERNATIONAL, INC. |
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By: |
/s/ XXXXXXX X. XXXXXX |
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| Name: Xxxxxxx X. Xxxxxx Title: Secretary |
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[Signatures continued on following page]
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[Signature page to First Amendment to Stock Purchase Agreement, cont.]
| SMALLCAP WORLD FUND, INC. (NOMINEE NAME—CLIPPERBY AND CO.) | |||
By Capital Research and Management Company, its investment adviser |
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By: |
/s/ XXXX X. XXXXX, XX. |
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| Name: Xxxx X. Xxxxx, Xx. Title: Vice Chairman |
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AMERICAN FUNDS INSURANCE SERIES—GLOBAL SMALL CAPITALIZATION FUND (NOMINEE NAME—PIPING AND CO.) |
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By Capital Research and Management Company, its investment adviser |
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By: |
/s/ XXXX X. XXXXX, XX. |
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| Name: Xxxx X. Xxxxx, Xx. Title: Vice Chairman |
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[Signature page to First Amendment to Stock Purchase Agreement, cont.]
| XXXXXXX INVESTMENT PARTNERS, L.P. | |||
| By: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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XXXXXXX QP INVESTMENT PARTNERS, L.P. |
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| BY: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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XXXXXXX INTERNATIONAL, L.P. |
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| BY: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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XXXXXXX NEW ERA PARTNERS, L.P. |
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| BY: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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[Signature page to First Amendment to Stock Purchase Agreement, cont.]
| XXXXXXX NEW ERA INTERNATIONAL, L.P., BY ITS SUCCESSOR IN INTEREST, XXXXXXX NEW ERA PARTNERS, L.P. | |||
| By: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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XXXXXXX SMALL CAP PARTNERS, L.P., BY ITS SUCCESSOR IN INTEREST, XXXXXXX SMALL CAP INTERNATIONAL, L.P. |
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| By: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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XXXXXXX SMALL CAP INTERNATIONAL, L.P. |
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| By: | Xxxxxxx Investment Company, LLC, as General Partner |
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By: |
/s/ XXXXX XXXXXXXXX |
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| Name: Xxxxx Xxxxxxxxx Title: Managing Director |
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5
[Signature page to First Amendment to Stock Purchase Agreement, cont.]
| ZEKE, LP | |||
By: |
/s/ XXXXXX X. XXXXXXX |
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| Name: Xxxxxx X. Xxxxxxx Title: General Partners |
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SMALLCAP
World Fund, Inc. (nominee name—
Clipperby and Co.)
American
Funds Insurance Series—Global Small
Capitalization Fund (nominee name—Piping and Co.)
Xxxxxxx Investment Partners, X.X.
Xxxxxxx QP Investment Partners, X.X.
Xxxxxxx International, X.X.
Xxxxxxx New Era Partners, X.X.
Xxxxxxx New Era International, X.X.
Xxxxxxx Small Cap Partners, X.X.
Xxxxxxx Small Cap International, L.P.
Zeke, LP
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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Background
Agreement
[SIGNATURES CONTAINED ON FOLLOWING PAGE.]
[Signatures continued on following page]
[Signature page to First Amendment to Stock Purchase Agreement, cont.]
[Signature page to First Amendment to Stock Purchase Agreement, cont.]
[Signature page to First Amendment to Stock Purchase Agreement, cont.]
[Signature page to First Amendment to Stock Purchase Agreement, cont.]
SCHEDULE I
PURCHASERS
