AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Exhibit 10.2
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
This Amendment No. 1 to the Stock Purchase Agreement (the “Amendment”) dated
April 28, 2008, is made by and between EZPAWN Florida, Inc. a Delaware corporation (the
“Buyer”) and Value Financial Services, Inc., a Florida corporation (the “Company”).
RECITALS
Whereas, the Buyer and the Company executed and delivered that certain Stock Purchase
Agreement on March 14, 2008, for the purchase and sale of up to 6,646,359 shares of common stock of
the Company (the “Purchase Agreement”);
Whereas, the Buyer and the Company desire to extend the deadline for completion of
the Due Diligence Investigation and closing of the transaction;
Now therefore, in consideration of the premises and the mutual promises herein made,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Buyer and the Company agree as follows:
| 1. | Definitions. Section 1 of the Purchase Agreement is amended by adding the following definition: | ||
| “Due Diligence End Date” shall mean 5:00 o’clock p.m. CDT on May 13, 2008. | |||
| 2. | Tender Offer. Section 6.1 of the Purchase Agreement is amended by deleting the existing language and inserting in its place the following: |
The Company covenants that on or before May 19, 2008, the Company will make a cash
tender offer to its shareholders to purchase up to 6,646,369 shares of its issued and
outstanding capital stock (“Capital Stock”), which number of shares includes all
shares of common stock issuable upon conversion of all other classes of Capital Stock to
common stock (“Tender Offer”). The Tender Offer shall be for a purchase price of
$11.00 per share.
| 3. | Closing. Section 3.2 of the Purchase Agreement is amended by deleting the words “April 30, 2008” and inserting in their place, “June 26, 2008.” | ||
| 4. | Due Diligence. Section 8.7 of the Purchase Agreement is amended by deleting the existing language and inserting in its place the following: |
8.7 Due Diligence. Buyer shall have provided written notice to the Company
prior to the Due Diligence End Date that it has completed the Due Diligence Investigation
and desires to proceed with the transactions contemplated by this Agreement.
| 5. | Termination. |
| (a) | Subsection 9.1(c) of the Purchase Agreement is amended by deleting the existing language and inserting in its place the following: |
9.1(c) By the Buyer for any reason prior to the Due Diligence End Date;
| (b) | Subsection 9.1(d) of the Purchase Agreement is amended by deleting the existing language and inserting in its place the following: |
9.1(d) By the Company if the Buyer hasn’t provided written notice to the Company prior
to the Due Diligence End Date that it desires to proceed with the transactions contemplated
by this Agreement;
| (c) | Subsection 9.1(f) of the Purchase Agreement is amended by deleting the words, “May 31, 2008” and inserting in their place, “June 26, 2008”. |
| 6. | Exclusive Dealing. Subsection 11.12 of the Purchase Agreement is amended by deleting the existing language and inserting in its place the following: |
11.12 Exclusive Dealing. Prior to the Due Diligence End Date, (or such earlier
termination of this Agreement pursuant to Section 9 above), no director or officer of the
Company, or any representative of such Person shall: (a) conduct or cause to be conducted
negotiations with third parties regarding the sale or potential sale of the assets or
capital stock of the Company; or (b) solicit the submission of proposals or offers from any
Person, or otherwise cooperate in any way to facilitate or encourage such proposal by any
Person or entity other than Buyer, relating to the sale or potential sale of the assets or
capital stock of the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date and year first above written.
| EZPAWN Florida, Inc. | ||||
By: |
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| Xxxxxx Xxxxxxxx, Senior Vice President | ||||
| and Chief Financial Officer | ||||
| Value Financial Services, Inc. | ||||
By: |
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| Printed Name: | ||||
| Its: | ||||
