Encore Investments, Inc.
And
Sigma Solutions, Inc.
March 2, 2000
Amendment to Stock Purchase Agreement
Xxxx X. Xxxxx, President
Origin Investment Group, Inc.
One Magnificent Mile
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Re: Stock Purchase Agreement dated effective as of December 31, 1999
("Agreement"), by and among Origin Investment Group, Inc. ("Buyer"), and
Xxxx X. Xxxxxx, Xxxxxxxx X. Xxxxx, Xx., Xxxxx X. Xxxxxxxxx and Xxxxx X.
Xxxxxxxxx ("Sellers").
Dear Omar:
By this letter, Buyer and Sellers amend the Agreement as follows, effective
the date hereof:
1. Extension of Closing Date. Subject to Buyer satisfying the conditions
listed in paragraph 2 below on or before March 8, 2000, we agree to extend the
Closing Date from March 8, 2000, to March 22, 2000. Please understand that
Sellers do not intend to extend the Closing Date beyond March 22, 2000. The date
in paragraph 9(d) will also be extended from March 8, 2000, to March 22, 2000.
2. Conditions to Extension of Closing Date. Buyer must satisfy 2(a) and
2(b), fully and unconditionally, on or before March 8, 2000, and 2(c), fully and
unconditionally, on or before March 31, 2000, in order to obtain the extension
of the Closing Date set forth in Paragraph 1:
-1-
(a) Buyer shall deliver the form of, and the written confirmation of a
major national bank, acceptable to Sellers in their sole discretion, that the
bank will issue in favor of Sellers an irrevocable letter of credit in the
amount of $1.3 million upon which Sellers may draw on the first anniversary of
the Closing Date.
(b) Buyer shall deliver to Sellers a cashier's check issued by a nationally
recognized bank in the amount of $100,000 payable to Sellers, to fund the
payment of the "break up" fee described herein.
(c) BDO Xxxxxxx Audit. Buyer shall cause BDO Xxxxxxx, L.L.P. to deliver to
Sellers no less than 3 original copies of its signed final audit report on the
financial statements of the Acquired Company. If BDO Xxxxxxx has not completed
its signed final audit by March 31, 2000, Buyer shall cause BDO Xxxxxxx to
finish their audit report, at Buyer's sole cost, and deliver the 3 signed final
audit reports to Sellers as soon as possible.
3. "Break Up" Fee. Sellers may deposit the $100,000 "break up" fee to be
paid pursuant to Paragraph 2(c) in their personal accounts. Sellers shall be
entitled to all interest and earnings on the deposit and shall be under no
obligation to repay or refund the payment or any interest or earnings thereon.
If the Closing occurs prior to March 23, 2000, Buyer shall be given a credit of
$100,000 against the cash payment payable to Sellers, as adjusted below. If the
Closing does not occur before March 23, 2000, the Agreement shall terminate,
subject to all rights of either party for any breaches occurring prior thereto,
and Seller shall retain the payment.
4. Purchase Price Increase. The cash payment payable to Sellers at Closing
by Buyer pursuant to Paragraph 2.2(a) and Paragraph 2.4(b)(i) of the Agreement
is increased to $2.75 million if the Closing occurs after March 8, 2000. All
other amounts and consideration payable to Sellers under the Agreement shall
remain the same, and shall not be decreased by the additional cash to be paid at
Closing.
5. Broker. The Xxxx Group, Inc. ("Xxxx Group") expressly acknowledges and
agrees that if the Closing does not occur on or before March 22, 2000, the Xxxx
Group will only be entitled to $12,500 out of any funds paid to Sellers, being
one-half of the original "break up" fee. The Xxxx Group expressly waives any
rights they may have to the increased "break up" fee.
* * * *
Except as specifically amended by this letter, the terms of the Agreement
shall continue. All capitalized terms used herein shall have the meaning given
to them in the Agreement.
-2-
Please sign a copy of this letter where indicated below, and return it to
us on or before 5:00 p.m. San Antonio time, March 6, 2000, whereupon it shall
become our binding agreement.
Very Truly Yours,
/S/ XXXX X. XXXXXX
-----------------------------
Xxxx X. Xxxxxx
/S/ XXXXXXXX X. XXXXX, XX.
-----------------------------
Xxxxxxxx X. Xxxxx, Xx.
/S/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
/S/ XXXXX X. XXXXXXXXX
-----------------------------
Xxxxx X. Xxxxxxxxx
AGREED:
Origin Investment Group, Inc.
By: /S/ XXXX X. XXXXX
-------------------------
Xxxx X. Xxxxx, President
Date: March 6, 2000
The Xxxx Group, Inc.
By: /S/ XXXXXX XXXXX
-------------------------
Date: March 6, 2000
cc: Xxxx Xxxxxxx
Law Offices of Xxxx Xxxxxxx, P.C.
0000 Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000-0000
