Exhibit 2.2
DATED 22 February 2002
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SUPPLEMENTAL AGREEMENT
TO THE
STOCK PURCHASE AGREEMENT
AMONG
X X XXXXXX and OTHERS
GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED
HLM ARCHITECTS LIMITED
HLM DESIGN INC
THIS SUPPLEMENTAL AGREEMENT is made 22 February 2002
BETWEEN:
(1) THE PERSONS whose names and addresses are set out in Schedule A1.0 ("the
Sellers");
(2) GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED a company registered in England
and Wales under Company Number 3705307 with its registered office at Lyme
House Studios, 00-00 Xxxx Xxxxxx, Xxxxxx XX0 0XX ("the Purchaser");
(3) HLM ARCHITECTS LIMITED a company registered in England and Wales under
Company Number 2424914 with its registered office at 0 Xxx Xxxxx Xxxxx, Xx
Xxxxxxxx'x, Xxxxxxxxxx, Xxxxxxxxx XX0 0XX ("the Company" or "the Business")
(3) HLM DESIGN, INC a Delaware Corporation with its office at Suite 2950, 000
Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, XXX
NOW IT IS HEREBY AGREED as follows:-
1 Interpretation
1.1 "Main Agreement" means the agreement between the parties dated 2001.
1.2 In this Supplemental Agreement all words shall have the same meaning as
defined in the Main Agreement.
2 Alterations
2.1 The Main Agreement shall be amended as follows:-
2.1.1 Clause 1.2 of the Article I shall be deleted and the following clause
shall be inserted in its place:-
"1.2 Purchase Price. In consideration for the conveyance of the
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Shares, the Purchaser shall pay to the Sellers an aggregate
amount ("the Purchase Price") comprising (pound)2,126,644.74 (Two
million one hundred and twenty six thousand six hundred and forty
four pounds sterling and seventy four xxxxx), 18,240 ordinary
shares of 1p par value of delayed delivery common stock of the
Purchaser having an agreed upon aggregate value at the Closing
Date of (pound)600,000.00 (Six hundred thousand pounds sterling)
first subordinated promissory notes of the Purchaser in the
aggregate principal amount of (pound)2,180,000.00 (Two million,
one hundred and eighty thousand pounds
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sterling), and second subordinated promissory notes of the
Purchaser in the aggregate principal amount of (pound)373,355.26
(Three hundred and seventy three thousand, three hundred and
fifty five pounds sterling and twenty six xxxxx) all as more
particularly provided in Section 7.2 hereof. The Purchase Price
shall be divided between the Sellers as provided in Schedule
A1.0."
2.1.2 Clause 7.2(c) of Article VII shall be deleted and the following
clause shall be inserted in its place:-
"(c) Upon completion of the matters referred to above, the Purchaser
shall by wire transfer of same-day funds, pay to Peacock & Co
("the Sellers' Solicitors") on behalf of the Sellers an aggregate
amount of (pound)2,126,644.74 (Two million one hundred and twenty
six thousand six hundred and forty four pounds sterling and
seventy four xxxxx)."
2.1.3 Clause 7.2(e) of Article VII shall be deleted and the following
clause shall be inserted in its place:-
"(e)(i) Instalment Payments; First Subordinated Promissory Notes.
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The Sellers shall receive subordinated promissory notes of
the Purchaser substantially in the form attached hereto as
Exhibit C, first subordinated promissory notes being
collectively referred to as the "First GA Notes" and
individually referred to as the "First Note", 42.201834% of
the principal amount of the First GA Notes will be paid on
each of the first and second anniversaries of the Closing
Date and 7.7981651% of the principal amount will be paid on
each of the third and fourth anniversaries of the Closing
Date, all as provided in the First GA Notes such notes to be
allocated among the Sellers as provided in Schedule A1.0.
The Purchaser's obligations to pay the sums due under the
said First GA Notes shall be subject to the Purchaser's
right of set off as provided in Section 8.5 below.
(e)(ii) Instalment Payments; Second Subordinated Promissory
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Notes. Two of the Sellers (Xxxxxxxxxxx Xxxxxx Xxxxxx and
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Xxxxx Xxxx Xxxxxxxx) shall receive second subordinated
promissory notes of the Purchaser substantially in the form
attached hereto in Exhibits CXI and CX2, the second
subordinated promissory notes being collectively referred to
as the "Second GA Notes" and individually referred to as the
"Second Note". Their repayment provisions shall be as
provided in the Second Notes attached as CX1 and CX2
respectively."
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2.1.4 Schedule A1.0 shall be deleted and the following schedule shall be
inserted in its place:
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SCHEDULE A 1.0
PART 1
THE SELLERS
(1) (2) (3) (4)
Name No. of Ordinary Shares of the Cash Consideration Shares of GA Design
Company (pound) International
(Holdings)Limited
Xxxxxxxxxxx Xxxxxx Xxxxxx 160,000 531,250.00 4800
Xxxxxxxx Xxxxxxx Xxxxxx 160,000 657,894.73 4800
Xxxxxx Xxxxxx Xxxxx 160,000 657,894.73 4800
Xxxx Xxxxxxx Xxxxxxxx 60,000 246,710.52 1800
Xxxxx Xxxx Xxxxxxxx 60,000 -- 1800
Xxxxxxxx Xxxxx Xxxxxxxxxx 2,000 8,223.69 60
Xxxxxxxx Xxxx Xxxxxxxx 2,000 8,223.69 60
Xxxxxxx Xxxxx Xxx Xxxxxxx 2,000 8,223.69 60
Xxxxx Xxxxx Xxxxxx 2,000 8,223.69 60
(1) (5) (6)
Name First Subordinated Second Promissory
Promissory Notes of Notes of GA Design
GA Design International
International (Holdings) Limited
(Holdings) Limited (pound)
(pound)
Xxxxxxxxxxx Xxxxxx Xxxxxx 573,684.21 126,644.74
Xxxxxxxx Xxxxxxx Xxxxxx 573,684.21 --
Xxxxxx Xxxxxx Xxxxx 573,684.21 --
Xxxx Xxxxxxx Xxxxxxxx 215,131.58 --
Xxxxx Xxxx Xxxxxxxx 215,131.58 246,710.52
Xxxxxxxx Xxxxx Xxxxxxxxxx 7,171.05 --
Xxxxxxxx Xxxx Xxxxxxxx 7,171.05 --
Xxxxxxx Xxxxx Xxx Xxxxxxx 7,171.05 --
Xxxxx Xxxxx Xxxxxx 7,171.05 --
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3 The Main Agreement and this Supplemental Agreement shall henceforth be read
and construed as one Agreement.
AS WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
EXECUTED and DELIVERED as a DEED
by XXXXXXXXXXX XXXXXX XXXXXX /s/ R Fraser (as attorney for X X Xxxxxx)
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
EXECUTED and DELIVERED as a DEED
by XXXXXXXX XXXXXXX XXXXXX /s/ R Fraser
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
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EXECUTED and DELIVERED
as a DEED
by XXXXXX XXXXXX XXXXX /s/ R Fraser (as attorney for Xxxxxx Xxxxxx Xxxxx)
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
EXECUTED and DELIVERED as a DEED
by XXXX XXXXXXX XXXXXXXX /s/ R Fraser (as attorney for J R Xxxxxxxx)
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
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EXECUTED and DELIVERED as a DEED
by XXXXX XXXX XXXXXXXX /s/ Xxxxx Xxxxxxxx
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
EXECUTED and DELIVERED as a DEED
by XXXXXXXX XXXXX XXXXXXXXXX /s/ X X Xxxxxxxxxx
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
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EXECUTED and DELIVERED as a DEED
by XXXXXXXX XXXX XXXXXXXX /s/ R Xxxxxxx (as attorney for N J Xxxxxxxx)
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
EXECUTED and DELIVERED as a DEED
by XXXXXXX XXXXX XXX XXXXXXX /s/ R Xxxxxxx
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
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EXECUTED and DELIVERED as a DEED
by XXXXX XXXXX XXXXXX /s/ X X Xxxxxxxxxx (as attorney for K S Xxxxxx)
in the presence of :-
Witness:
Signature /s/ X X Xxxxxx
Name Xxxxxx Xxxxxx Xxxxxx
Address 00 Xxxx Xxxxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
Occupation Para-Legal
EXECUTED and DELIVERED as a DEED
by GA DESIGN INTERNATIONAL
(HOLDINGS) LIMITED acting by:
Director /s/ Xxxxxx Xxxxxxxxx
Director/Secretary /s/ Xxxxxx X Xxxxxxx
EXECUTED and DELIVERED as a DEED
by HLM ARCHITECTS LIMITED acting by:
Director /s/ R Fraser
Director/Secretary /s/ X Xxxxxxxx
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EXECUTED and DELIVERED as a DEED
by HLM DESIGN, INC:
ATTEST
By: /s/ Xxxxxx Xxxxxx
President
/s/ Xxxxxx X Xxxxxxx
Assistant/Secretary
(Corporate Seal)
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