EXHIBIT 2.2
AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE OF ASSETS
This Amendment (the "Amendment") to the Agreement for Purchase and Sale of
Assets (the "Purchase Agreement") entered into as of March 9, 2000 by and among
Tier Technologies, Inc., a California corporation ("Tier"), The SCA Group, Inc.,
an Illinois corporation ("SCA") and Xxxxxx X. Xxxxx, is entered into as of March
29, 2000 (the "Amendment Date").
Recitals
Whereas, pursuant to the terms of the Purchase Agreement, Tier has agreed
to purchase certain assets from SCA;
Whereas, Sections 2.4(d), 2.4(e) and 2.4(f) of the Purchase Agreement
contain typographical errors with respect to the annual amounts to be paid to
SCA; and
Whereas, the parties desire to correct the typographical errors contained
in Sections 2.4(d), 2.4(e) and 2.4(f) of the Purchase Agreement and reflect the
proper annual payment amount of $1,200,000 on the date that is 90 days following
the end of each of the First Contract Year, the Second Contract Year and the
Third Contract Year.
Agreement
Now, Therefore, in consideration of the benefits described in the Recitals
hereto and the mutual promises hereinafter set forth, the parties hereto agree
as follows:
1. Except as otherwise defined herein, capitalized terms used but not defined
herein shall have the respective meanings given to them in the Purchase
Agreement.
2. Section 2.4(d) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
(d) One Million Two Hundred Thousand Dollars
($1,200,000) in Immediately Available Funds payable on the
date that is ninety (90) days following the end of the First
Contract Year.
3. Section 2.4(e) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
(e) One Million Two Hundred Thousand Dollars
($1,200,000) in Immediately Available Funds payable on the
date that is ninety (90) days following the end of the
Second Contract Year.
4. Section 2.4(f) of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
1.
(f) One Million Two Hundred Thousand Dollars
($1,200,000) in Immediately Available Funds payable on the
date that is ninety (90) days following the end of the Third
Contract Year.
5. Except as set forth in Sections 2, 3 and 4 above, all terms and conditions
of the Purchase Agreement shall remain in full force and effect.
6. This Amendment shall be governed by and construed in accordance with the
laws of the State of California.
7. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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2.
In Witness Whereof, the parties have executed this Amendment on the day and
year first written above.
Tier Technologies, Inc.
By: ____________________________
The SCA Group, Inc.
By: ____________________________
____________________________
Xxxxxx X. Xxxxx
[SIGNATURE PAGE TO AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF ASSETS]
