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EXHIBIT 2.4
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Amendment No. 2 to Stock Purchase Agreement, dated as of December 21,
1998, between The Medical Society of New Jersey, a New Jersey not-for-profit
corporation (the "Medical Society") and The MIIX Group, Incorporated, a Delaware
corporation ("MIIX Holding").
WHEREAS, MIIX Holding and the Medical Society are parties to a Stock
Purchase Agreement dated as of October 15, 1997, as amended (the "Stock Purchase
Agreement"); and
WHEREAS, MIIX Holding and the Medical Society wish to amend the Stock
Purchase Agreement in order to provide for a mutually acceptable method of
determining the MIIX Holding Share Amount;
NOW, THEREFORE, MIIX Holding and the Medical Society agree as follows:
1. Amendment to Section 1.2(b). Section 1.2(b) of the Stock Purchase
Agreement is hereby deleted in its entirety, and the following is inserted in
its place:
(b) If no registered public offering of MIIX Holding Shares shall
have occurred on or prior to the Closing Date, the number of MIIX Holding
Shares constituting the MIIX Holding Share Amount shall be determined
based upon the average trading price (based upon the mean of the daily
high and low share price) for the first sixty days of trading of MIIX
Holding Shares on any nationally recognized securities exchange, and the
MIIX Holding Share Amount shall be payable as soon as practicable after
the sixtieth trading day of MIIX Holding Shares.
2. Amendment to Section 1.4. Section 1.4 of the Stock Purchase Agreement
is hereby deleted in its entirety, and the following is inserted in its place:
1.4 Delivery of MIIX Holding Share Amount. If the MIIX Holding Share
Amount is determined in accordance with Section 1.2(a) hereof, then such
number of MIIX Holding Shares will be delivered to the Medical Society at
the Closing. If the MIIX Holding Share Amount is determined in accordance
with Section 1.2(b) hereof, then such number of MIIX Holding Shares will
be delivered to the Medical Society as soon as practicable after the
sixtieth trading day of MIIX Holding Shares.
3. Defined Terms. Defined terms used herein without definition shall bear
the respective meanings ascribed thereto in the Stock Purchase Agreement.
4. No Other Amendment. Except as expressly amended hereby, the Stock
Purchase Agreement shall continue in full force and effect.
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5. Counterparts. This Amendment No. 2 to Stock Purchase Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 to
Stock Purchase Agreement as of the day first above written.
THE MEDICAL SOCIETY OF NEW JERSEY
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Director
THE MIIX GROUP, INCORPORATED
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: President and Chief Executive Officer
