EXHIBIT 10.2
AMENDMENT AGREEMENT
This Amendment Agreement ("Agreement") is entered into by and
between Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx") and Mannatech, Incorporated ("Company")
as of this 24th day of September, 2001, and is in partial amendment of that
certain Standstill Agreement entered into by and between Xxxxxxxx and Company,
effective August 8, 2000, the terms and conditions of which are incorporated by
reference herein and as indicated and attached hereto as Exhibit "A" (the
"Standstill Agreement").
WITNESSETH
WHEREAS, Xxxxxxxx, as of September 26, 2001 is the holder of
4,190,848 shares of Company common stock, $.0001 par value per share (the
"Common Stock");
WHEREAS, under the terms of the Standstill Agreement and in
accordance with Paragraph 3 thereof, Xxxxxxxx has transferred the Sale Shares,
as therein defined, to the Company and received the Purchase Price therefrom and
in consideration thereof, Xxxxxxxx also agreed to abide by the terms of
paragraph 6(a) - ("Lock Up Agreement");
WHEREAS, Xxxxxxxx has received a bona fide, good faith offer from J.
Xxxxxxx Xxxxxxxx ("Purchaser") for the purchase of 3,500,000 shares of Common
Stock and a right of first refusal for all remaining Common Stock (collectively,
the "Offered Shares) for good and valuable consideration and has heretofore
notified the Company of the same in accordance with Paragraph 6(b) of the
Standstill Agreement;
WHEREAS, the Company has no good faith interest in pursuing the
purchase of Offered Shares and is desirous of discharging the Lock-Up Agreement
for the sole purpose of allowing the transaction between Xxxxxxxx and Purchaser
as contemplated hereby to occur;
NOW THEREFORE, in consideration of the agreements and obligations as
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
STATEMENT OF AMENDMENT
1. Contingent upon the purchase of the Offered Shares by Purchaser and
under the conditions and in the amount as heretofore disclosed to
the Company, and as a material inducement and upon which the Company
relies upon entering this transaction, the Company does hereby agree
to release Xxxxxxxx from the Lock-Up Agreement provision for the
sole purpose of facilitating closing the transaction between the
Purchaser and Xxxxxxxx has herein described.
2. The Parties mutually agree that each shall discharge the other of
the obligation for Xxxxxxxx to sell and Company to purchase the
"Sale Shares" as defined in the Standstill Agreement and in
accordance with Paragraph 3 thereof.
3. The foregoing notwithstanding, this modification shall become null
and void in the event that closing of the transaction between
Xxxxxxxx and Purchaser fails to occur by September 30, 2001, 5:00
p.m. CDT.
4. In all other things except the foregoing amendments, all of the
terms and conditions of the Standstill Agreement and any Amendments
thereto shall continue to remain in full force and effect.
5. Nothing contained herein shall be deemed to alter, amend or modify
any payment obligations, terms or conditions under the Renewal and
Extension Promissory Note dated February 17, 1999 or any amendments
thereof.
6. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first written above.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
MANNATECH, INCORPORATED
A Texas corporation
By: /s/Xxxxxxx X. Xxxxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxxxx
Its:Chief Financial Officer
