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EXHIBIT 10.52
FURTHER AMENDMENT TO OPTION RE CLOSING DATE AND OTHER MATTERS
This SECOND AMENDMENT TO OPTION AGREEMENT RE OPTION CLOSING DATE
AND OTHER MATTERS dated April 13, 2001 (the "Further Amendment") is made in
reference to that certain Option Agreement dated May 15, 1999, and as amended on
January 31, 2001 (herein collectively the "Option Agreement"), by and between
Xxxxxx X. Xxxx and Xxxxxxxxx Xxxx, husband and wife, and the Cope Family Trust
dated September 12, 1972 (the "Trust") and Xxxxxx X. Xxxx in his capacity as
Trustee of the Trust (herein individually and collectively "Cope"), on the one
hand and Xxxxx X. Xxxxxx, an individual, and/or his designee or assignee (herein
collectively "Xxxxxx"), on the other hand.
RECITALS
WHEREAS, the Option Agreement, Section 5, presently provides for
the Option Closing to be held on or before April 16, 2001, and the parties (for
consideration received which the parties hereby acknowledge and agree is
adequate and sufficient for such purposes including without the within mutual
agreements and covenants) mutually desire and intend and hereby do agree to
extend such Option Closing to the date provided for herein below (referred to
herein as the "Option Closing Date") and to otherwise modify and amend the
Option Agreement as provided for herein below;
WHEREAS, the parties have memorialized their understandings and
agreement regarding the extended Option Closing Date and as otherwise expressly
provided for in this Further Amendment;
AGREEMENT
NOW, THEREFORE, the undersigned parties intending to be legally
bound and obligated thereby, in consideration of the premises and otherwise, do
hereby agree as follows:
1. Recitals. The Recitals set forth above are hereby incorporated
into and made a part of this Further Amendment.
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2. Option Closing Date. The Option Closing Date provided for
and/or referred to in Section 5 and elsewhere in the Option Agreement is hereby
extended to August 31, 2001, except that in his sole discretion and election
Cope is entitled to terminate the within extended Option Closing Date as
expressly provided for in 2.2 below.
2.1 Cope will cause the Company to provide the "Due
Diligence" information/material provided for in the Exhibit to the January 31,
2001 Amendment referenced above by no later than May 15, 2001 (or the May 15,
2001 date provided for in Section 2.2 below shall be extended by the number of
days after May 15, 2001 that it takes for Cope to cause the Company to provide
all of such Due Diligence information/material to Xxxxxx).
2.2 If at any time following May 15, 2001, the Company
enters into a contract with an investment banker, business broker or other
similar person or entity to assist the Company in the sale of all or
substantially all of the Company's assets and/or issued and outstanding stock
(collectively herein the "Possible Sale of the Company"), which the Company has
not yet determined and/or even considered doing, then at any time following the
date of the entering into any such contract for the Possible Sale of the Company
(the "Event") Cope shall be entitled to provide Xxxxxx with thirty (30) days
prior written note of such Event ("Event Notice"); and Xxxxxx shall thereby be
required to consummate the closing and purchase of the Cope Option Stock prior
to the expiration of such thirty day period of time (the "Accelerated Option
Closing Date") pursuant to and in accordance with the Option Agreement (failing
which timely performance Patick's rights to purchase and acquire the Option
Stock under the Option Agreement shall thereafter automatically terminate and
expire as a result of such nonperformance by Xxxxxx following the Event Notice).
3. Accountant's Authorization Letter. The provision in Section
11(F) of the Option Agreement, pertaining to the delivery of a letter from the
Company's outside accountant and auditor ("to cause the Company to . . . obtain
and deliver to Xxxxxx prior to the Option Closing written authorization from the
Company's independent certified public accountants, whose report covers the
Company's most recently completed annual audited consolidated financial
statements, written authorization by such accountants") is hereby deleted from
the Option Agreement (and Xxxxxx will instead rely, as it pertains to such audit
report(s), on his status as a shareholder/recipient of the accountant/auditors'
reports on the Company's audited 2000 and other Financial Statements for
purposes of the Option Agreement).
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4. Cope Stock Put. Section 6 of the Option Agreement (referred to
as the "Cope Stock Put") is no longer operative, in light of Cope's lack of
exercise of his rights thereunder; and, accordingly, such Section is hereby
deleted from the Option Agreement in its entirety.
5. Future Lease Obligation. Section 9 of the Option Agreement is,
by mutual agreement of Cope and Xxxxxx, deleted from the their Option Agreement
in its entirety (without affecting any rights the Company may have in and in
respect of such matters).
6. Continuation of Option Agreement. This Further Amendment is
made pursuant to and in accordance with Section 21 of the Option Agreement.
Defined terms used in the Option Agreement, and appearing herein, are hereby
adopted for purposes of this Option Amendment. Except as expressly provided for
in this Option Amendment, all terms and conditions of the Option Agreement
remain unchanged, in full force and effect and operative and binding on the
parties as provided for in the Option Agreement.
IN WITNESS WHEREOF, the parties thereunto duly authorized have
executed this Agreement in Pomona, California effective as of the date first set
forth above.
("Cope")
Xxxxxx X. Xxxx
Xxxxxxxxx Xxxx
THE COPE FAMILY TRUST
By
Xxxxxx X. Xxxx, Trustee
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("Xxxxxx")
Xxxxx X. Xxxxxx
ACKNOWLEDGED AND AGREED
AUTO-GRAPHICS, INC.
(the "Company")
By
Xxxxxxx X. Xxxxxx, President
By
Xxxxxxx X. Xxxxxxxx, Secretary
cc: Xxxxxx X. Xxxxxxx, Esq.
Xxxx X. Xxxxxx, Esq.
Xxxxxx X. Xxxxx, Esq.
ACKNOWLEDGED
XXXXXX X. XXXXX, AS
THE ESCROW HOLDER
UNDER THAT CERTAIN ESCROW LETTER
AGREEMENT March 23, 2000
By
Xxxxxx X. Xxxxx, Esq.
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