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EXHIBIT 2.2
FIRST ADDENDUM TO
STOCK PURCHASE AGREEMENT
This First Addendum to Stock Purchase Agreement ("Addendum") is made
and entered into as of December 1, 1998, by and between between Children's
Comprehensive Services of California, Inc., a California corporation ("Buyer"),
on the one hand, and Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. XxXxx (with
Messrs. Bosic, Bosic, and XxXxx sometimes referred to herein as "Seller" or
"Sellers" as the case may be), Somerset, Incorporated, a California corporation,
and doing business as Somerset Educational Services ("Company"), and Xxxxx X.
Xxxxxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxx X. XxXxx (with Mesdames Bosic, Bosic,
and XxXxx sometimes referred to herein as "Spouses") on the other hand; with
Buyer, Sellers, Company, and Spouses sometimes referred to herein as "Party" or
"Parties" as the case may be.
RECITALS
A. Buyer, Sellers, and Company entered into that certain Stock
Purchase Agreement ("Agreement"), dated as of December 1, 1998.
B. Pursuant to the Agreement, Buyer, Sellers, Company, or Spouses
executed the following documents (collectively, the "Documents"):
(1) Buyer's Officer's Certificate;
(2) Resignation of Xxxxxxx X. Xxxxx as an employee, as Director,
and as President of Company;
(3) Resignation of Xxxxxx X. Xxxxx as an employee, as Director,
as Financial Officer and as Secretary of Company;
(4) Resignation of Xxxxxx X. XxXxx as an employee, as Director,
and as Vice President of Company;
(5) Spousal Consent of Xxxxx X. Xxxxxxx Bosic;
(6) Spousal Consent of Xxxxxx Xxxxx; and
(7) Spousal Consent of Xxxxxx X. XxXxx.
C. The Documents' references to a Stock Purchase Agreement, dated
November 30, 1998, and to an effectiveness of November 30, 1998,
are incorrect and such dates in both instances should be December
1, 1998.
D. The Parties desire by this Addendum to amend the aforementioned
incorrect references in the Documents with the correct date of
December 1, 1998.
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Documents as follows:
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1. The Parties agree that each and every reference in the Documents to
a Stock Purchase Agreement as having been dated November 30, 1998, should be
amended such to having been dated December 1, 1998, and further agree that each
and every reference in the Documents to an effective date of November 30, 1998,
should be amended such to having an effective date of December 1, 1998.
2. This Addendum may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument
3. This Addendum shall be effective as November 30, 1998.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
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XXXXXXX X. XXXXX
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XXXXXX X. XXXXX, individually and as
Secretary for Somerset, Incorporated
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XXXXXX X. XXXXX
SOMERSET, INCORPORATED, A CALIFORNIA
CORPORATION
By:
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Name:
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Title:
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XXXXX X. XXXXXXX BOSIC
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XXXXXX XXXXX
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XXXXXX X. XXXXX
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CHILDREN'S COMPREHENSIVE SERVICES OF
CALIFORNIA, INC., A CALIFORNIA CORPORATION
By:
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Name:
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Title:
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