Encore Investments, Inc.
and
Sigma Solutions, Inc.
March 24, 2000
Amendment Number 2 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, as
amended by the Amendment to the Stock Purchase Agreement dated March 2,
2000 (collectively, the "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, we agree to extend the Closing Date from March 22,
2000, to May 16, 2000. Please understand that Sellers do not intend to extend
the Closing Date beyond May 16, 2000. The date in paragraph 9.1(d) will also be
extended from March 22, 2000, to May 16, 2000.
2. Conditions to Extension of Closing Date. Buyer must satisfy the
conditions: (i) in paragraph 2(a) below fully and unconditionally on or before
March 31, 2000; (ii) in paragraphs 2(b), 2(c) and 2(d) fully and unconditionally
on or before May 11, 2000, in order to obtain the extension of the Closing Date
set forth in Paragraph 1:
(a) Buyer shall deliver to Sellers a cashier's check issued by a nationally
recognized bank in the amount of $100,000 payable to Sellers, in consideration
of Sellers extending the closing date.
(b) 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.
(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 May 11, 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.
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(d) Buyer shall deliver the written confirmation of a major national bank,
acceptable to Sellers in their sole discretion, that the bank has opened a line
of credit upon which Encore Investments and Sigma Solutions will have exclusive
access to cover their customary cash flow requirements after the closing in the
minimum amount of $1,000,000. Buyer agrees that the line of credit, in the
minimum amount of $1,000,000 shall remain open until the end of Sellers earn out
period.
3. Consideration for Extension of Closing Date. Sellers may deposit the
$100,000 to be paid pursuant to Paragraph 2(a) 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 May 17, 2000, Buyer shall be
given a credit of $200,000 against the cash payment payable to Sellers, as
adjusted below. If the Closing does not occur before May 17, 2000, the Agreement
shall terminate, subject to all rights of either party for any breaches
occurring prior thereto, and Sellers shall retain this payment of $100,000, as
well as the payment of $100,000 paid pursuant to the first Amendment to the
Agreement.
4. Purchase Price. 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 remains
$2.75 million. 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.
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.
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 27, 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 27, 2000
cc: Xxxx Xxxxxxx
Law Offices of Xxxx Xxxxxxx, P.C.
0000 Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000-0000
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