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Exhibit A
FIRST AMENDMENT TO AGREEMENT
This First Amendment to the Agreement (the "Agreement") dated as of
June 21, 1999 (the "Agreement") is entered into by and between Xxxxxxx.xxx,
Inc., a Delaware corporation ("Xxxxxxx.xxx", formerly known as Advantix, Inc.)
and RBB Bank AG, a bank organized under the laws of Austria ("RBB").
BACKGROUND
The parties have determined that it is in their mutual best interest to
amend the Agreement in order to permit Xxxxxxx.xxx to purchase the 5,700 shares
of Series G Preferred Stock (the "Preferred Shares") of Lasergate Systems, Inc.
("Lasergate") held by RBB prior to any merger between Xxxxxxx.xxx and Lasergate
(the "Merger"). Accordingly, in consideration of the mutual covenants and
agreements set forth below, the parties agree as follows:
TERMS
1. Purchase of Preferred Shares. Xxxxxxx.xxx agrees to purchase
all of the Preferred Shares within three business days (the
"Closing Date") of the execution of a definitive agreement and
plan of merger between Xxxxxxx.xxx, Advantix Acquisition Corp.
and Lasergate, in exchange for, at the election of RBB, (a)
170.081 shares of the common stock of Xxxxxxx.xxx for each
outstanding Preferred Share; or (b) $435.00 per each
outstanding Preferred Share, or a combination thereof. RBB
shall make its election, in writing, no later than 5:00 p.m.
Eastern time on June 21, 1999. If RBB elects to receive cash,
it shall include its wire transfer instructions with the
notice of its election.
2. Sale of Preferred Shares. On the Closing Date, RBB shall sell,
transfer, convey and deliver to Xxxxxxx.xxx, and Xxxxxxx.xxx
shall purchase and accept delivery of, the Preferred Shares.
RBB shall deliver to Xxxxxxx.xxx stock certificates
representing the Preferred Shares, together with appropriate
stock powers endorsed in blank.
3. Purchase Price. In exchange for this transfer of the Preferred
Shares by RBB, Xxxxxxx.xxx shall transfer, convey and deliver
to RBB cash or shares of the common stock of Xxxxxxx.xxx, or a
combination thereof, pursuant to the election made by RBB on
or before June 11, 1999 in accordance with Section 1 above. If
applicable, Xxxxxxx.xxx shall deliver to RBB a stock
certificate representing such shares of Xxxxxxx.xxx common
stock.
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4. Shares of Common Stock Held by RBB. The shares of common stock
of Lasergate held by RBB shall be purchased as part of the
Merger and not as part of this purchase transaction.
5. Conditions to Closing. The obligation of Xxxxxxx.xxx to
purchase RBB's Preferred Shares shall be subject to the
following conditions: (a) the execution of a definitive merger
agreement by Xxxxxxx.xxx and Lasergate; and (b) the
resignation of Xxxxxxxxxx X. Xxxxxxxx ("JES") as an officer
and director of Lasergate and the receipt by Lasergate of a
release from JES (reasonably acceptable to Xxxxxxx.xxx).
6. Effect of the Agreement. All other provisions contained in the
Agreement and not amended by this Agreement, remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.
XXXXXXX.XXX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx,
Executive Vice President
RBB BANK AG
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Manager
U.S. Equities
