AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT dated as of December 16, 1999 (this "Amendment"), by and
among HealthStar Corp., a Delaware corporation ("SELLER"), HealthStar, Inc.,
an Illinois corporation ("HSI"), and Beyond Benefits, Inc., a Delaware
corporation ("PURCHASER"), is made to that certain Stock Purchase Agreement
(the "Agreement") dated as of September 23, 1999 by and among Seller, HSI and
Purchaser. All capitalized terms not defined herein shall have the meaning
provided in the Agreement.
WHEREAS, Section 9.1(b) of the Agreement provides that either party may
terminate the Agreement if the transactions contemplated by the Agreement are
not closed within ninety days of the date of the Agreement;
WHEREAS, Seller does not anticipate complying with the provisions of
Section 8.1(b) of the Agreement within the above-referenced ninety-day period;
WHEREAS, the parties desire to extend the ninety-day period to
consummate the transactions contemplated under the Agreement;
WHEREAS, the parties desire to amend the Purchase Price to alter the
amount and type of consideration to be delivered at the Closing.
NOW, THEREFORE, in consideration of the foregoing and the
representatives, warranties, covenants and agreements as set forth herein,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. Section 1.2 of the Agreement shall be amended to read in its entirety as
follows:
"SECTION 1.2 PURCHASE PRICE. On the Closing Date (as hereinafter
defined) and subject to the terms and conditions set forth in this
Agreement, in consideration for the sale, assignment, transfer and
delivery of the Shares, Purchaser shall pay Seller Ten Million Eight
Hundred Fifty Thousand Dollars ($10,850,000) in cash (the "CLOSING
PURCHASE PRICE"). The term "PURCHASE PRICE" as used herein shall
mean and include the Closing Purchase Price and any Earnout Payments
due on the terms and in the amounts set forth in SECTION 1.4."
2. Section 1.3 of the Agreement shall be amended to read in its entirety as
follows:
"SECTION 1.3 CLOSING. The sale and purchase of the Shares
contemplated by this Agreement shall take place at a closing (the
"CLOSING") to be held on or before November 15, 1999 at the offices
of Xxxxxxxx & Xxxxxxxx LLP, Twelfth Floor, 00000 XxxXxxxxx
Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000, at 10:00 a.m. Pacific Time
or such other place, time or date on which Seller and Purchaser may
mutually agree in writing (the date on which the Closing takes place
being the "CLOSING DATE"), and effective as of 12:01 a.m. on the
Closing Date.
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(a) At the Closing, Seller shall deliver or cause to be delivered to
Purchaser (i) stock certificates evidencing the Shares, duly
endorsed in blank or accompanied by stock power duly executed in
blank, and (ii) all other previously undelivered certificates and
other documents required to be delivered by Seller to Purchaser at
or prior to the Closing Date in connection with the transactions
contemplated hereby including those documents and certificates
required to be delivered by ARTICLE 8 hereof.
(b) At the Closing, Purchaser shall deliver to Seller (i) the
Closing Purchase Price by wire transfer of immediately available
funds to an account or account designated by Seller, and (ii) all
other previously undelivered certificates and other documents required
to be delivered by Purchaser to Seller at or prior to the Closing
Date in connection with the transactions contemplated hereby
including those documents and certificates required to be delivered
by ARTICLE 8 hereof."
3. All references in the Agreement to "Purchaser's Shares" shall be deleted,
including the deletion of Sections 1.8, 2.29, 4.7, 4.8, 4.10 and 10.5 in
their entirety and all other representations, warranties and covenants by
any party, solely to the extent such representations, warranties and
covenants relate to the Purchaser's Shares, shall be deleted, null and void.
4. The opinion letter from Xxxxxxxx & Xxxxxxxx LLP to be delivered after
Closing pursuant to Section 8.3(d) of the Agreement shall be approximately
modified to delete any opinions, of portions thereof, which relate to the
authorization and issuance of the Purchaser's Shares.
5. Section 9.1(b) shall be amended to read in its entirety as follows:
"by either Seller or Purchaser if the transactions contemplated hereby
shall not have been consummated by February 20, 2000;
6. Nothing in this Amendment shall be construed as a waiver of, or amendment
to, any term or condition of the Agreement other than as expressly set forth
herein.
7. This Amendment may be executed in multiple counterparts, all of which
shall together be considered out and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
HealthStar Corp.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President & CFO
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HealthStar Inc.,
an Illinois corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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Beyond Benefits, Inc.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President
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