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FIRST AMENDMENT TO AGREEMENT
This First Amendment to the Agreement (the "Amendment") 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
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applicable, Xxxxxxx.xxx shall deliver to RBB a stock certificate
representing such shares of Xxxxxxx.xxx common stock.
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 Amendment, 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
