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EXHIBIT 2.2
AMENDMENT NO. 1 TO
AGREEMENT TO ISSUE STOCK IN
UNIFAB INTERNATIONAL, INC.
This agreement is entered into on the date set forth below by and among
UNIFAB International, Inc., a Louisiana corporation, Professional Industrial
Maintenance, LLC (ALLC@), and Xxx X. Xxxxx, Xx. (ASpano@).
WHEREAS, the Company and Xxxxx are parties to that certain Agreement to
Issue Stock in UNIFAB International, Inc. dated as of February 5, 1998 (the
AOriginal Agreement@); and
WHEREAS, pursuant to the Original Agreement 26,405 shares (the A26,405
Shares@) of the Company=s common stock (having a value of $500,000, as
determined in the Original Agreement) were to be issued to LLC in partial
consideration of the rights and assets transferred on February 5, 1998 by LLC to
the Company=s wholly owned subsidiary, PIM, LLC (the ASubsidiary@); and
WHEREAS, the parties desire to amend and reaffirm in certain respects
the provisions of the Original Agreement, as provided for herein;
NOW, THEREFORE, in consideration of the premises and of the agreements
set forth below, the parties hereto agree as follows:
1. The parties hereto acknowledge and agree that Xxxxx is a party to
the Original Agreement and has the rights and is bound by the obligations
provided for therein with respect to him.
2. The parties hereto agree that 3,000 of the 26,405 Shares, in lieu of
being delivered by Subsidiary to LLC, will instead be issued directly by the
Company to not more than six former employees of LLC, each of whom has become an
employee of the Company, which shares will be subject to such reasonable
restrictions as shall be determined by the board of directors of the Company and
will be registered with the Securities and Exchange Commission on Form S-8.
3. The parties hereto agree that 23,405 of the 26,405 Shares and any
additional shares that become issuable under the Original Agreement to LLC upon
the meeting of the conditions expressed therein will instead be issued directly
to Xxxxx.
4. The parties hereto agree that paragraph 3 of the Original
Agreement is deleted and shall have no force or effect whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this 31st day of March, 1998.
UNIFAB INTERNATIONAL, INC.
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By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
PROFESSIONAL INDUSTRIAL
MAINTENANCE, LLC
By: /s/ Don E, Xxxxx, Jr.
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Xxx X. Xxxxx, Xx.
Managing Member
/s/ Xxx X. Xxxxx, Xx.
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Xxx X. Xxxxx, Xx.,
individually
