EXHIBIT 2.12
SAND TECHNOLOGY INC.
0000 Xxxxxxxxxx Xx. X. Xx. 000
Xxxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx
June 23, 2000
Sundowner Investments Limited
C/o Dr. Xx. Xxxxxxxx & Partner
Xxxxxxxxxxxx 00
XX-0000 Xxxxx, Xxxxxxxxxxxxx
Attn.: Xx. Xxxx Xxxxxxx
RE: AMENDMENT TO COMMON SHARE PURCHASE AGREEMENT
Gentlemen:
Reference is made to that certain Common Share Purchase Agreement (the
"Purchase Agreement"), dated May 26, 2000, between Xxxxxxxx.xxx, Inc. (the
"Company") and Sundowner Investments Limited (the "Purchaser"). Section 7.2 of
the Purchase Agreement, as currently constituted, provides that the Purchaser
may terminate the Purchase Agreement in the event that (i) the Company completes
any financing prohibited by Section 4.11 or (ii) the officers and directors of
the Company shall beneficially own less than 10% of the outstanding Common
Shares of the Company. The Company and the Purchaser hereby agree to delete said
provisions from the Purchase Agreement.
In consideration of the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to restate the following
section of the Purchase Agreement as follows:
Section 7.2 Other Termination. (a) The Purchaser may terminate this
Agreement upon one (1) Trading Day's notice if (i) an event resulting in a
Material Adverse Effect has occurred, (ii) the Common Shares are de-listed from
the Nasdaq National Market unless such de-listing is in connection with the
listing of the Common Shares on the Nasdaq SmallCap Market, the New York Stock
Exchange or American Stock Exchanges, (iii) the Company files for protection
from creditors under any applicable law, or (iv) the Registration Statement is
not effective by September 30, 2000.
Except as specifically amended by the terms of this letter, the Purchase
Agreement shall remain unmodified and in full force and effect, and shall not be
in any way changed, modified or superseded by the terms set forth herein. All
terms used but not defined in this letter shall have the meanings set forth in
the Purchase Agreement.
If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.
SAND TECHNOLOGY INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
President & CEO
ACCEPTED AND AGREED TO:
SUNDOWNER INVESTMENTS LIMITED
By: /s/ Xxxx Xxxxxxx
----------------------------------
Xxxx Xxxxxxx, Authorized Signatory
2
