AMENDMENT NO. 1
to
STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (this
"Amendment") is entered into as of October 9, 2003, by and
between Solico International, Inc., a Texas corporation
("Purchaser"), and Xxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxx, Xxxxxx
Xxxxx, Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx (collectively the
"Sellers"). The Purchaser and the Sellers are sometimes
collectively referred to herein as the "Parties" and individually
as a "Party."
RECITALS
WHEREAS, the Parties previously entered into that certain
Stock Purchase Agreement as of September 22, 2003 (the "Stock
Purchase Agreement"); and
WHEREAS, the Parties, in accordance with Section 10.8 of the
Stock Purchase Agreement, desire to amend the terms of the Stock
Purchase Agreement to their mutual benefit in accordance with the
terms of this Amendment;
NOW THEREFORE, the Parties, in consideration of the above
recitals, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, do hereby agree to
the following:
1. AMENDMENT OF RECITALS. The second paragraph of the Recitals
to the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"Purchaser desires to acquire, and Sellers desire
to sell, all right, title and interest of Sellers
in and to 127,350 of the Shares on the terms and
conditions set forth herein."
2. AMENDMENT OF SECTION 2.1. Section 2.1 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"(a) First Closing. The closing (the "First
Closing") of the purchase and sale of 42,450 of
the Purchased Shares (the "First Closing Shares"),
for an aggregate purchase price of $84,900 (the
"First Purchase Price"), as indicated for each
Seller on Schedule A attached hereto under the
column "First Closing," will take place at 11:00
a.m. Central, on or before October 31, 2003 at the
offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at
such other time and place as the Parties may
agree.
-1-
(b) Second Closing. The closing (the "Second
Closing") of the purchase and sale of 42,450 of
the Purchased Shares (the "Second Closing
Shares"), for an aggregate purchase price of
$95,512.50 (the "Second Purchase Price"), as
indicated for each Seller on Schedule A attached
hereto under the column "Second Closing," will
take place at 11:00 a.m. Central, on December 15,
2003 at the offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
or at such other time and place as the Parties may
agree."
3. AMENDMENT OF SECTION 2.2. Subsection (a) of Section 2.2 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(a) Options. Purchaser shall have the right (the
"Option"), but not the obligation, to purchase
that number of Shares set forth opposite each
Seller's name on Schedule A hereto under the
column "Option," representing an aggregate of
42,450 Shares (the "Option Shares"), at any time
on or before June 30, 2004 (the "Option Expiration
Date"), for a purchase price of $2.75 per share
(the "Option Purchase Price")."
4. AMENDMENT OF SECTION 7.3. Subsection (a) of Section 7.3 of
the Stock Purchase Amendment is deleted in its entirety to be
replaced by the following language:
"(a) Purchaser and Xxxxxx X. Xxxxxx ("Xxxxxx")
shall have entered into a definitive, binding
agreement (the "Xxxxxx Purchase Agreement"),
satisfactory to Purchaser and its counsel,
pursuant to which Purchaser shall acquire (or have
the right to acquire) a minimum of 1,064,718
shares (the "Xxxxxx Shares") of Common Stock owned
by Xxxxxx;"
5. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"[Intentionally Deleted]"
6. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of
the Stock Purchase Agreement is deleted in its entirety to be
replaced by the following language:
"(e) by either Purchaser or Sellers (by action of
Sellers owning a majority of the Shares owned by
all Sellers) if the First Closing has not occurred
on or before November 15, 2003, or such later date
as the parties may agree upon; or"
7. AMENDMENT OF SIGNATURE PAGES As the name of Strategic
Resources Ltd. was included on the signature page to the Stock
Purchase Agreement but has not, as of the date hereof, executed a
copy of the Stock Purchase Agreement, the signature page is
hereby amended to remove the signature block for Strategic
Resources Ltd.
8. AMENDMENT OF SCHEDULE A. Schedule A of the Stock Purchase
Agreement is deleted in its entirety to be replaced by the
Amended Schedule A attached to this Amendment.
-2-
9. EFFECT OF AMENDMENT. Except as expressly amended by the
terms hereof, the terms and provisions of the Stock Purchase
Agreement shall continue in full force and effect.
10. COUNTERPARTS. This Amendment may be executed by facsimile
signature in one or more counterparts, each of which will be
deemed to constitute an original copy of this Amendment and all
of which, when taken together, will be deemed to constitute one
and the same Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
SOLICO INTERNATIONAL, INC.,
a Texas corporation
By: /s/ X. XXXXXXX XXXXXX
-----------------------------
Name: X. Xxxxxxx Sparks
---------------------------
Title: President
--------------------------
/s/ XXXX XXXXXX
--------------------------------
Xxxx Xxxxxx
/s/ XXXX XXXX
----------------------------------
Xxxx Xxxx
/s/ XXXX XXXX
----------------------------------
Xxxx Xxxx
/s/ XXXXXX XXXXX
----------------------------------
Xxxxxx Xxxxx
/s/ XXXXXXX XXXXXXXXX
----------------------------------
Xxxxxxx Xxxxxxxxx
/s/ XXXXXX XXXXXXXXX
----------------------------------
Xxxxxx Xxxxxxxxx
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Amended Schedule A
Seller First Closing Second Closing Option
--------------- -------------------- -------------------- ----------------------
Shares Price Shares Price Shares Price
-------- ----------- -------- ----------- -------- ------------
Xxxx Xxxxxx 9,250 $18,500 9,250 $20,812.50 9,250 $ 25,437.50
______________
______________
Xxxx Xxxx 6,550 $13,100 6,550 $14,737.50 6,550 $ 18,012.50
______________
______________
Xxxx Xxxx 6,550 $13,100 6,550 $14,737.50 6,550 $ 18,012.50
______________
______________
Xxxxxx Xxxxx 13,550 $27,100 13,550 $30,487.50 13,550 $ 37,262.50
______________
______________
Xxxxxxx 3,275 $ 6,550 3,275 $ 7,368.75 3,275 $ 9,006.25
Xxxxxxxxx
______________
______________
Xxxxxx 3,275 $ 6,550 3,275 $ 7,368.75 3,275 $ 9,006.25
Xxxxxxxxx
______________
______________
-------- ----------- -------- ----------- -------- ------------
TOTAL 42,450 $84,900 42,450 $95,512.50 42,450 $116,737.50
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