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EXHIBIT 2.7
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("Amendment") is made
and entered into and effective for all purposes as of this 30th day of December,
1998 by and among UOL PUBLISHING, INC., a Delaware corporation (hereinafter
referred to as "Purchaser"), and XXXXX X. XXXXXX, XXXXX X. XXXXXX and XXXXXX
XXXXXXX, each a New Hampshire resident (collectively hereinafter referred to as
"Company Shareholders" or as the "Transferors").
R E C I T A L S:
Purchaser, the Transferors and Xxxxxx & Associates, Inc., an Illinois
corporation (the "Company") entered into that certain Stock Purchase Agreement
dated as of April 30, 1997 (the "Original Agreement") pursuant to which
Purchaser acquired from the Transferors all of the capital stock of the Company.
Pursuant to the Original Agreement, Purchaser was to pay to the
Transferors the aggregate sum of $5,000,000 in consideration of the transfer of
the Company's stock. At the closing of the transfer of the Company's stock,
Purchaser delivered to the Transferors the sum of $3,000,000; in May of 1998
Purchaser delivered to the Transferors the sum of $666,667. According to the
provisions of Section 2.3(a)(ii) and 2.3(a)(iii), Purchaser is required to
deliver to the Transferors the sum of $666,667 on April 30, 1999 (the "1999
Installment") and the sum of $666,666 on April 30, 2000 (the "2000
Installment").
Purchaser has informed the Transferors that the financial condition of
Purchaser would be greatly enhanced if the Transferors were to allow Purchaser
to restructure its obligations to the Transferors, including the obligations to
make the 1999 Installment and the 2000 Installment. The parties desire to revise
the Original Agreement, and particularly, the provisions of Section 2.3(a)(ii)
and 2.3(a)(iii) in order to accommodate the financial condition of Purchaser.
A G R E E M E N T S:
As such, the parties hereby agree as follows:
1. Amendment to Section 2.3(a)(ii) of the Original Agreement. The text in
Section 2.3(a)(ii) is hereby deleted in its entirety and replaced with the
following text:
(ii) $166,666 on or before April 15, 1999; and
2. Amendment to Section 2.3(a)(iii) of the Original Agreement. The text
in Section 2.3(a)(iii) is hereby deleted in its entirety and replaced with the
following text:
(iii) $660,000 in installments of $30,000 on or before the fifteenth day
of each calendar month commencing March 15, 1999 and continuing to and including
March 15, 2000 with a final installment of $270,000 on or before April 15, 2000.
3. Amendment to Section 2.3(a) Generally. Section 2.3(a) of the Original
Agreement is hereby amended by adding the following text at the end of the
existing text in Section 2.3(a):
In addition, on or before January 15, 1999, Purchaser will issue to
Company Shareholders (according to their proportional ownership of the Company
immediately prior to the Closing) One Hundred Thousand (100,000) shares of
Purchaser's common stock trading under the symbol "UOLP" AND Fifty Thousand
(50,000) warrants to purchase Purchaser's shares at Six Dollars ($6.00) within
three (3) years from the date of issuance. Purchaser further covenants and
agrees that on or before January 15,
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1999, Purchaser will issue to Xxxxxx X. Xxxxx (social security number:
###-##-####, home address: 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 60614)
Five Thousand (5,000) shares of Purchaser's common stock trading under the
symbol "UOLP" AND Five Thousand (5,000) warrants to purchase Purchaser's shares
at Six Dollars ($6.00) within three (3) years from the date of issuance.
Purchaser further covenants and agrees that Purchaser will file for registration
with the U.S. Securities and Exchange Commission all of the shares of
Purchaser's common stock and warrants to purchase common stock described in this
Section 2.3(a) within fifteen (15) days of the completion of Purchaser's
independent auditors of their 1998 audit of Purchaser and in no event later than
April 15, 1999, so that all of such shares and warrants shall be registered as
of the date upon which the registration statement is declared effective;
provided, however, that the Company may terminate such registration statement at
any time that the Company has executed an engagement letter with an underwriter
for a secondary offering of the Company's capital stock. At such time, the
Company will request that the Purchaser's common stock and warrants be
registered in such secondary offering subject to approval of the Company's
underwriter. The registration statement shall terminate no later than December
31, 1999.
4. Purchaser's Compliance with this Amendment. In the event that
Purchaser fails to comply with the provisions of Section 2.3(a) of the Original
Agreement, as amended by paragraph 3 of this Amendment, Transferors shall have
the right to accelerate the payment of all amounts under this Amendment.
5. Effectiveness of this Amendment. This Amendment is intended by the
parties to be an amendment to the Original Agreement in accordance with the
provisions of Section 11.6 of the Original Agreement and amends only those
sections of the Original Agreement described in this Amendment. All other
provisions of the Original Agreement shall remain in full force and effect
including, without limitation, the proviso at the end of Section 2.3(a), all of
Section 2.3(b) and all of Section 2.3(c), which are intended to provide
Transferors with remedies against Purchaser in the event that Purchaser fails to
meet all of its obligations as set forth in Section 2.3(a) as amended by this
Amendment.
6. Reaffirmation of Obligations. Purchaser hereby reaffirms all of its
obligations to Transferors described in the Original Agreement as amended by
this Amendment and hereby acknowledges that it has no existing rights of setoff
or other defenses to its obligations to Transferors.
7. Special Representations of Purchaser. Purchaser hereby represents and
warrants to Transferors all of the following in order to induce Transferors to
enter into this Amendment and as a condition precedent the effectiveness of this
Amendment:
(a) that Purchaser has obtained all necessary corporate and board
approval to enter into and perform the provisions of this Amendment;
(b) that the officer of Purchaser executing this Amendment has legal
authority and/or has been directed by the board of directors of Purchaser to
execute this Amendment in the name of and on behalf of Purchaser;
(c) that the issuance and registration of Purchaser's shares of common
stock and warrants to purchase common stock as described in the text amendment
of paragraph 3 above shall require no additional approvals of any person or
governmental entity (except for the SEC); and
(d) that the shares of Purchaser's stock described in the text amendment
of paragraph 3 above will, after issuance and completion of registration, all be
legally and properly registered, fully-paid, nonassessable and validly-issued.
8. Notice. The parties hereby agree that any notice required by the
Original Agreement to be delivered to Transferors shall be delivered by
overnight courier to Xxxxxx X. Xxxxx, attorney for Transferors at the following
address:
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c/o Wolin & Xxxxx, Attorneys
Two X. XxXxxxx Street, Suite 1776
Xxxxxxx, Xxxxxxxx 00000
Ph: 000-000-0000
9. Counterparts. This Amendment may be executed in one or more
counterparts and each counterpart shall be deemed effective against the person
or party who executed such counterpart.
The parties hereto have executed this First Amendment to Stock Purchase
Agreement or caused this First Amendment to Stock Purchase Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
UOL PUBLISHING, INC.
By /s/ XXXXXXXXXX X. XXXXXX
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Its President
TRANSFERORS:
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
/s/ XXXXXX XXXXXXX
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XXXXXX XXXXXXX
