AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT made this 17th day of July, 1995 by and among LMI
ACQUISITION CORP., a Delaware corporation (hereinafter "Acquiror"), GOLD COAST
FINANCE, INC., a Florida corporation (hereinafter "Acquiree"), and XXXXXXX
XXXXXXXX, an individual residing at 000 Xxxx xx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
00000, XXXXXX XXXXXXXX, an individual residing at 000 Xxxx xx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000, and XXXX XXXXXXXX, an individual residing at 0000
X.X. 00xx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, (hereinafter individually, each a
"Shareholder" and collectively, the "Shareholders").
WHEREAS, Acquiror, Acquiree and Shareholders entered into an Agreement
and Plan of Reorganization dated May 15, 1995 (the "Agreement"); and
WHEREAS, the parties to the Agreement now desire to amend the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and the
agreements contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Section 8.2 of the Agreement is hereby deleted in its entirety and
the following Section 8.2 is inserted in its place:
"8.2 Equity Funding. Acquiror will use its best efforts
to raise a minimum of $800,000 (or such lesser amount as
provided in this section) or maximum of $2,300,000
('Equity Funding') of net proceeds from the proposed
issuance of convertible preferred stock and Common
Stock. No more than 1,000,000 shares of Common Stock
shall be issued or reserved for issuance in connection
with the offering and the per share price of Common
Stock shall be no less than $3.00 a share. Any preferred
stock sold shall bear a per annum dividend rate of no
greater than 10-3/4%. In the event that one or more of
the debt holders listed on Schedule 9.12 elects to
convert his or her debt into Preferred Stock at the
closing, then the Equity Funding requirements
shall be reduced by the amount of debt converted
pursuant to Section 9.12."
2. Section 8.3 of the Agreement is hereby deleted in its entirety and
the following Section 8.3 is inserted in its place:
"8.3 Surrender of Shares. The Historic Acquiror
Stockholders shall have 1,000,000 shares of Acquiror
Common Stock as of the Closing Date. Provided that a
minimum of $800,000 (or such lesser sum permitted by
Section 8.2) of the Equity Funding has been raised as of
the Closing, they will retain 266,666 shares of the
Acquiror's Common Stock. As of the 'Final Closing Date'
of the Equity Funding, the Historic Acquiror
Stockholders will surrender to Acquiror for cancellation
a pro-rata portion of their 733,334 shares, if any,
based upon the extent to which the additional $1,500,000
(or such lesser sum as permitted by Section 8.2) of
Equity Funding is not raised by the Final Closing Date.
For the purposes of this provision, 'Final Closing Date'
shall be within ninety (90) days from the Closing Date."
3. Section 9.7 of the Agreement is hereby deleted in its entirety and
the following Section 9.7 is inserted in its place:
"9.7 Acquiror shall close on a certain $5,000,000
premium finance contract purchase and servicing
agreement with First Western Bank or such other bank
acceptable to the parties and upon the terms and
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conditions acceptable to the parties (the 'Purchase and
Servicing Agreement')."
4. Section 10.11 of the Agreement is hereby deleted in its entirety and
the following Section 10.11 is inserted in its place:
"10.11 Acquiror shall close on the Purchase and
Servicing Agreement."
5. Section 12(d) of the Agreement is hereby deleted in its entirety and
the following Section 12(d) is inserted in its
place:
"This Agreement may be terminated by Acquiree and
Shareholders in the event that the $800,000 minimum of
the Equity Funding has not been raised within a period
of twenty-one (21) days from the date that Acquiror
shall obtain the Insurance Department Approvals."
6. Section 15.4 of the Agreement is hereby deleted in its entirety and
the following Section 15.4 is inserted in its place:
"15.4 Expenses. Except as otherwise provided herein, the
parties hereto shall each pay their respective expenses
and costs incurred or to be incurred by them in
negotiating and preparing this Plan of Reorganization
and in closing and carrying out the transactions
contemplated by this Plan of Reorganization, including,
without limitation, all of their attorney's fees and
accounting fees.
Legal fees and other fees and expenses in connection
with the obtaining of the Purchase and Servicing
Agreement, as well as fees and expenses of
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obtaining the Insurance Department Approvals shall be
borne by Acquiror."
7. The Agreement is hereby ratified and confirmed in all other
respects.
IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized representatives of the parties hereto on the day and year first above
written.
Attest: LMI ACQUISITION CORP.
______________________________ By:___________________________
Attest: GOLD COAST FINANCE, INC.
______________________________ By:___________________________
SHAREHOLDERS:
Witness:______________________ ______________________________
Witness:______________________ ______________________________
Witness:______________________ ______________________________
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