Exhibit 10.8
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment")
is entered into by and among Telenetics Corporation, a California corporation
("Telenetics"), Xxxx X. XxXxxx, an individual ("XxXxxx"), Xxxxxxx X. Xxxxxxxx,
an individual ("Xxxxxxxx") and Xxxxx X. Xxxxxx, an individual ("Xxxxxx," and
together with XxXxxx and Xxxxxxxx, the "Sellers"), with reference to that
certain Stock Purchase Agreement dated January 7, 2000 (the "Purchase
Agreement") by and among Telenetics and the Sellers and Xxxxxx X. Xxxxxx, an
individual ("Xxxxxx") and that certain First Amendment to Stock Purchase
Agreement dated as of May 31, 2000 by and among Telenetics, Sellers and Xxxxxx
(the "First Amendment").
R E C I T A L S
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A. Certain disputes have arisen between Telenetics, on the one hand,
and Sellers and Xxxxxx, on the other, in connection with the Purchase Agreement,
as amended by the First Amendment.
B. As a result of such disputes, Telenetics filed an action in the
United States District Court, Central District of California, Southern Division
(Case No. SA01-987-AHS (ANX)) (the "Action"), against Sellers and Xxxxxx.
C. Telenetics and Sellers have agreed to resolve such disputes
pursuant to the terms and conditions of that certain Settlement Agreement and
Mutual Release (the "Settlement Agreement"), which Settlement Agreement
provides, among other things, that Telenetics and Sellers enter into this
Agreement.
D. In contemplation of executing the Settlement Agreement, in
February 2002, Telenetics filed a request for and obtained a dismissal without
prejudice in the Action.
NOW, THEREFORE, in consideration of the premises and mutual
covenants, considerations and conditions set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties mutually agree as follows:
1. DEFINITIONS. Capitalized terms not otherwise defined in this
Amendment shall have their respective meanings contained in the Purchase
Agreement.
2. EFFECT OF PRIOR EARN-OUT CONDITION. Telenetics and Sellers hereby
acknowledge and agree that any and all actions taken by Telenetics between the
date of the Purchase Agreement and the date of this Amendment relating to the
issuance of any capital stock of Telenetics did not result in the application of
Section 1.3(c) of the Purchase Agreement (as such was in effect prior to the
deletion of such section pursuant to Section 3 of this Amendment) and, as such,
Sellers are not entitled to receive any Additional Stock as a result of any such
issuances of capital stock.
3. AMENDMENT OF EARN-OUT CONDITION. Section 1.3(c) of the Purchase
Agreement is hereby deleted in its entirety.
4. MISCELLANEOUS.
(a) All other terms and provisions of the Purchase
Agreement not expressly modified by this Amendment shall remain in full force
and effect.
(b) This Amendment shall constitute and contain the
complete understanding and agreement of the parties hereto, and cancel and
supersede any and all prior negotiations, correspondence, understandings and
agreements, whether written or oral, between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective the latter of (a) the effectiveness of the Settlement Agreement and
(b) the date upon which this Amendment has been executed by all parties to this
Amendment.
Dated: SEPT 27, 2002 TELENETICS CORPORATION
By: /S/ Xxxxx Xxxxx
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Xxxxx Xxxxx,
President and Chief Financial Officer
/S/ XXXX X. XXXXXX
Dated: SEPT 27, 2002 -----------------------------------------
XXXX X. XXXXXX
/S/ XXXXXXX X. XXXXXXXX
Dated: SEPT 27, 2002 -----------------------------------------
XXXXXXX X. XXXXXXXX
/S/ XXXXX X. XXXXXX
Dated: SEPT 27, 2002 -----------------------------------------
XXXXX X. XXXXXX
Dated: SEPT 27, 2002 XXXXXXXX & XXXXXX, INC.
By:/S/ XXXXXXX X. XXXXXXXX
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Its: CO-PRES
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