EXHIBIT 2.6
FIRST AMENDMENT TO
STOCK AND ASSET PURCHASE AGREEMENT
FOR WET PRODUCTS DIVISION
THIS FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT FOR WET
PRODUCTS DIVISION (the "First Amendment"), dated as of March 17, 2003, is
entered into by and among ▇▇▇▇▇▇▇ Technology, Inc., a Delaware corporation
("Mattson"), Mattson International, Inc., a Delaware corporation ("MII"),
Mattson Wet Products, Inc., a Pennsylvania corporation ("WPI"), ▇▇▇▇▇▇▇
Technology Finance, Inc., a Delaware corporation ("MTF"), and SCP Global
Technologies, Inc., a Delaware corporation ("Buyer"), as assignee from SCP
Global Technologies, Inc., an Idaho corporation ("SCP Idaho").
RECITALS
▇. ▇▇▇▇▇▇▇, MII, WPI, MTF and SCP Idaho have entered into that
certain Stock and Asset Purchase Agreement for Wet Products Division, dated as
of February 12, 2003 (the "Original Agreement"). Buyer has become party to the
Original Agreement as assignee from SCP Idaho.
B. The parties desire to amend the Original Agreement as set forth
below.
NOW, THEREFORE, in consideration of the covenants and representations
set forth herein, and for other good and valuable consideration, Mattson, MII,
WPI, MTF and Buyer agree as follows:
1. Definitions. Unless otherwise defined herein or the context
otherwise requires, capitalized terms used in the First Amendment shall have the
respective meanings ascribed to such terms in the Original Agreement. Upon the
effectiveness of the First Amendment, the terms defined in the First Amendment
shall be incorporated into the Original Agreement as if such terms were
originally defined therein.
2. Domicile of MTF. All references in the Original Agreement
(including in the introductory paragraph, on Exhibit B, in the introductory
paragraph of the Disclosure Schedule and in Section 5.3(b) of the Disclosure
Schedule) which indicate that ▇▇▇▇▇▇▇ Technology Finance, Inc. is a Pennsylvania
corporation are hereby amended to indicate that it is a Delaware corporation.
3. List of Patent Applications. The table in Section 2.9(h)(ii) of
the Mattson Disclosure Schedule, under the caption "U. S. PATENT APPLICATIONS
(Active Files) - ▇▇▇▇▇▇▇ TECHNOLOGY IP, INC.," is hereby amended as indicated on
the Mattson Disclosure Schedule Supplement dated March 17, 2003.
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4. Addition to Section 5.14 of the Mattson Disclosure Schedule.
Section 5.14 of the Mattson Disclosure Schedule is amended to add the item set
forth in the Mattson Disclosure Schedule Supplement dated March 17, 2003.
5. Amendments and Waivers. A new Section 9.13 shall be added to the
Original Agreement to read in its entirety as follows:
"9.13 Amendments and Waivers. Except as otherwise expressly set forth
in this Agreement, any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
only Mattson and Buyer. Any amendment or waiver effected in accordance with this
Section 9.13 shall be binding upon MII, WPI and MTF. No waivers of or exceptions
to any term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision."
6. No Other Changes. Except as expressly amended or modified by
this First Amendment, the Original Agreement remains in full force and effect.
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IN WITNESS WHEREOF, Mattson, MII, WPI, MTF and Buyer have caused this
Agreement to be executed and delivered by each of them or their respective
officers thereunto duly authorized, all as of the date first written above.
SCP GLOBAL TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
▇▇▇▇▇▇▇ TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer
MATTSON INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
President
MATTSON WET PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
President
▇▇▇▇▇▇▇ TECHNOLOGY FINANCE, INC.
By: /s/ LUDGER VIEFHUES
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Ludger Viefhues
Treasurer
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