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EXHIBIT 10.24
InfoCure Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
March 3, 1997
Xx. Xxxx Xxxxxxx,
Shareholders' Representative
Rovak, Inc.
0000 Xxxx Xxxx Xxxxxx Xxxxx
X.X. Xxx 000
Xxxx Xxxx, XX 00000
Dear Xxxx:
This letter is to confirm our understanding regarding certain matters
set forth in the Stock Purchase Agreement among InfoCure Corporation
("InfoCure") and the Shareholders of Rovak, Inc. ("Agreement").
1. The parties agree that at the Closing the Buyer will pay and the
Shareholders shall receive $2,805,000.00 in cash and $185,000.00 in cash or
stock as elected by the Buyer as provided in paragraph 2.2 of the Agreement.
This amount is subject to adjustment as set forth in paragraph 2.5. No shares
or cash will be placed in escrow at the time of the Closing. $815,000.00 in
cash and/or stock is subject to the earn out set forth in paragraph 2.8. Since
the Company's fiscal year ends January 31, the twelve month period for
measuring the earn out will be the twelve month period ending January 31, 1998.
To effect the foregoing, the amendments set forth in the following paragraphs
are hereby adopted.
2. Paragraph 2.7 of the Agreement is modified to provide that on or
before the payment of the post-closing adjustment set forth in paragraph 2.8,
the parties shall enter into an escrow agreement in substantially the form
attached as Exhibit 2.7 establishing an escrow comprised of cash or stock of
Buyer equal to 10% of the Purchase Price. A share of common stock of Buyer
shall be valued for this purpose only at the per share price to the public of
the common stock of Buyer in the Public Offering.
3. Paragraph 2.8(a) shall be deleted in its entirety and the following
substituted in lieu thereof. "An amount equal to $815,000.00, comprising the
Purchase Price, shall be subject to being earned out based upon the net
operating profits (net income before interest and taxes) of the Company (Rovak,
Inc.) or its successor for the fiscal year ended January 31, 1998 as follows:
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Xx. Xxxx Xxxxxxx
March 3, 1997
Page 2
Actual net operating profits: Reduction in Purchase Price/Earn-Out:
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$621,000.00 or less Entire earn out of $815,000.00
Between $621,000.00 and $750,000.00 The product of $815,000.00 times the
quotient of (i) $750,000.00 minus actual net
operating profit, divided by (ii) $129,000.00
$750,000.00 or more No adjustments (i.e. Buyer shall pay the
Shareholders the balance of the Purchase
Price of $815,000.00 in stock and, at
Buyer's election, in part cash as permitted
pursuant to paragraph 2.2)."
4. Paragraph 2.8(b) is amended by substituting January 31, 1998
for December 31, 1997 as appears therein.
5. Paragraph 11.1 is amended by substituting April 15, 1997 for
March 30, 1997 as appears therein.
6. Except as specifically set forth herein the parties reaffirm
the Agreement as herein amended.
If the following sets forth our entire understanding, please
execute and return the enclosed copy of this letter to the undersigned.
Very truly yours,
INFOCURE CORPORATION
By:/s/ Xxxxxxxxx X. Fine
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President
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Xx. Xxxx Xxxxxxx
March 3, 1997
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Agreed and accepted this as of the 3rd day of March, 1997:
By:/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Shareholder Representative
