Exhibit 2.3
ADDENDUM TO AMENDED AND RESTATED STOCK PURCHASE AND ACQUISITION AGREEMENT DATED
APRIL 3, 2003
This addendum dated as of April 28, 2003 (this "Addendum"), modifies
and supplements that certain Amended and Restated Stock Purchase and Acquisition
Agreement dated April 3, 2003 (the "Agreement"), by and among Frontline
Communications Corp. ("Frontline"), Proyecciones y Ventas Organizadas, S.A. de
C.V. ("Provo"), Xxxxxxx Xxxxxxxx del Rio Xxxxxxx ("Requejo") and Xxxxxxx
Xxxxxxxx del Rio Arrangoiz ("Arrangoiz"). Capitalized not specifically defined
herein, shall have the respective meanings ascribed to them in the Agreement.
In the event of a conflict between the Agreement and this Addendum, the
terms of this Addendum shall control.
1. Page 3, Section 3.01(a) of the Agreement shall be amended by
deleting it in its entirety and substituting it with the
following:
"(a)In return for the sale of all right, title and interest in the
Provo Shares, Arrangoiz and Requejo will receive an aggregate
total of two hundred and twenty thousand (220,000) shares of
Series C Convertible Preferred Stock (the "Series C Preferred") of
Buyer and said shares shall be fully paid, non-assessable and free
of any and all Encumbrances. The parties agree that the purchase
price for the Provo Shares shall be P$83.30 Mexican Pesos per
share and that the exchange rate used for all transactions
hereunder shall be P$10.66 Mexican Peso : US$1 Dollar.
Consequently, the Mexican tax basis for the Series C Preferred
shall be $6.82 Dollars per share of Series C Preferred. The terms
of the Series C Preferred shall be set forth in the Certificate of
Designation of Series C Convertible Preferred Stock (the "Series C
Certificate of Designation").
2. The original Agreement, as modified by this Addendum, is hereby
ratified and confirmed in all respects, is in full force and
effect, and is binding on and enforceable against the parties in
accordance with its terms.
3. This Addendum may be executed in any number of counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
4. This Addendum shall be governed by the laws of the State of New
York.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
representative to execute this Amendment on the day and year first above
written.
Frontline Communications Corp.
/s/ Xxxxxxx X. Xxxx-Xxxxxxxx
By:
Xxxxxxx X. Xxxx-Xxxxxxxx
CEO
Proyecciones y Ventas Organizadas, S.S. de C.V.
/s/ Xxxxxxx Xxxxxxxx del Rio Arrangoiz
By: Xxxxxxx Xxxxxxxx del Rio Arrangoiz
Chairman
/s/ Xxxxxxx Xxxxxxxx del Rio Arrangoiz
Xxxxxxx Xxxxxxxx del Rio Arrangoiz, individually
/s/ Xxxxxxx Xxxxxxxx del Rio Requejo
Xxxxxxx Xxxxxxxx del Rio Xxxxxxx, individually
