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EXHIBIT 10.28
DR Software, Inc.
AMENDMENT TO STOCK PURCHASE AGREEMENT
AND
ESCROW AGREEMENT ("AMENDMENT")
The undersigned SHAREHOLDERS and INFOCURE CORPORATION have entered
into a Stock Purchase Agreement ("Agreement") and an Escrow Agreement with
GLASS, XXXXXXXXXX, XXXXXXXX & XXXXXXX, LLP, as escrow agent, pursuant to which
certain closing documents were being held in escrow pending the pricing of the
Common Stock of InfoCure Corporation, pursuant to Registration Statement on
Form SB-2, No. 333-18923.
WHEREAS, the parties wish to amend the agreements to extend the time
for the consummation of the transactions contemplated in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein made
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 2.6 is amended by deleting the paragraph in
its entirety and substituting the following in lieu
thereof:
"(a) If the consolidated stockholders'
equity of the Company as of the Closing determined in
accordance with GAAP but consistent with the basis on
which the Financial Statements referred to in
paragraph 3.2 were prepared (i) is less than negative
$100,000 ("Net Worth Shortfall"), the monetary
portion of the Purchase Price shall be decreased by
the amount of the Net Worth Shortfall; or (ii) is
greater than negative $100,000 ("Net Worth
Increase"), the monetary portion of the Purchase
Price shall be increased by the amount of the Net
Worth Increase; otherwise the Purchase Price shall
not be adjusted by this paragraph 2.6. For periods
during which the Company pays income taxes on a cash
basis, there shall be accrued a deferred liability
for taxes payable by reason of such election to be
taxed on a cash basis versus an accrual basis. The
calculation shall be made without taking into effect
the election pursuant to Section 338(h)(10) under the
Internal Revenue Code."
"(b) The parties shall use their best
efforts to estimate the amount of the net worth
adjustment on or prior to the Closing and the
Purchase Price as of the Closing will reflect such
tentative adjustment
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which will be subject to further adjustment pursuant
to the provisions of paragraph 2.6(a). Any
adjustments shall be made by increasing or
decreasing, as applicable, the stock portion of the
Purchase Price (based on the price per share at the
Public Offering).
"(c) Buyer shall cause, as its expense, a
balance sheet of the Company as of the Closing to be
prepared and completed within ninety (90) days after
the Closing. As soon as such financial statement is
available to Buyer, Buyer shall deliver to
Shareholders the financial statement. Shareholders
shall have thirty (30) days to review and object to
the balance sheet. Any disagreements as to the
amounts of any adjustment to be made to the balance
sheet, if not mutually resolved, shall be resolved as
provided in paragraph 9.5, except that the
arbitrator(s) shall be person(s) experienced in
financial and accounting matters. Upon the final
resolution of the financial statement as of the
Closing, the final net worth adjustment shall be made
to the stock portion of the Purchase Price (after
consideration of any estimated net worth adjustment
previously made pursuant to subparagraph 2.6(b)) and
the amount of shares for any remaining further
adjustment (based on the price per share at the
Public Offering) shall be immediately delivered by
the Shareholders to Buyer, or by the Buyer to the
Shareholders, as appropriate.
2. Xxxxxxxxx 00.0, Xxxxxxxxxxx and Abandonment, of the
Agreement is hereby amended by substituting June 30,
1997 in lieu of April 15, 1997, as set forth in subparagraphs
(b), (c) and (d) of paragraph 12.1.
3. The Escrow Agreement is amended by substituting June
30, 1997 in lieu of April 15, 1997, and July 1, 1997
in lieu of April 16, 1997 except that upon the request of
counsel for the Company or the Shareholders, the legal
opinion(s) held in escrow shall be released to such counsel.
4. With respect to the shares of common stock of Buyer
to be received pursuant to the Agreement, the major
Shareholders of such shares shall execute and deliver to the
underwriters and the Buyer an agreement ("Standstill
Agreement") that the holder of said shares will not sell or
otherwise transfer the shares for six (6) months after the
Closing. The Standstill Agreement shall be in the same form
as that executed by the President of Buyer.
5. Except as herein specifically provided, the parties
hereto reaffirm the terms and conditions of the
Agreement and Escrow Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the 5th day of May, 1997.
INFOCURE CORPORATION
By:
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Name:
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Title:
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SHAREHOLDERS:
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Name:
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Name:
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Name:
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GLASS, XXXXXXXXXX, XXXXXXXX &
XXXXXXX, LLP
By:
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Partner
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