AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this
"Agreement"), dated as of December 19, 1996, by and among IAT Multimedia, Inc.,
a Delaware corporation (formerly known as IAT Holdings, Inc.) ("Multimedia"),
IAT AG, a corporation organized under the laws of Switzerland ("IAT AG"), IAT
Deutschland GmbH, a corporation organized under the laws of Germany ("IAT
Germany"), Vertical Financial Holdings, a corporation organized under the laws
of Liechtenstein ("Vertical") and the stockholders listed on Exhibit A of the
Stock Purchase Agreement (the "Stockholders").
W I T N E S S E T H
WHEREAS, the undersigned entered into a Stock Purchase
Agreement, dated as of October 4, 1996 (the "Stock Purchase Agreement"), by and
among Multimedia, IAT AG, IAT Germany, Vertical and the Stockholders;
WHEREAS, Section 7.4 of the Stock Purchase Agreement provides
during the three year period following the Closing (as such term is defined in
the Stock Purchase Agreement), Multimedia shall pay to Xxxxx Xxxx monthly
compensation (the "Compensation") as follows: (i) for each month prior to the
Closing, $5,000 and (ii) for each month subsequent to the Closing, $12,000;
WHEREAS, in consideration of Vertical making available Xxxxx
Xxxx to serve as Co-Chairman of Multimedia, the undersigned wish to amend the
Stock Purchase Agreement to make the Compensation payable to Vertical in place
of Xxxxx Xxxx; and
WHEREAS, the undersigned wish to amend the Stock Purchase
Agreement to provide for certain agreements with respect to the ability of
Vertical to enter into an agreement with, or make an investment in, an entity
engaged in the visual communications business.
NOW, THEREFORE, intending to be legally bound, the undersigned
hereby agree as follows:
1. Section 7.4 of the Stock Purchase Agreement shall be, and
hereby is, amended to read in its entirety as follows:
"7.4 Vertical Compensation. During the three year period
following the date of the Closing, Holdings shall pay to Investor
monthly compensation as follows: (i) for each month prior to the
Closing of the IPO, $5,000 and (ii) for each month subsequent to the
Closing of the IPO, $12,000."
2. The Stock Purchase Agreement shall be, and hereby is,
amended to include
a new Section 7.8, which such section shall read in its entirety as follows:
"7.8 Non-Competition by Investor.
(a) The Investor agrees that, on or before January 1,
1998, the Investor shall not enter into an agreement with, or make any
investment in, an entity engaged in the visual communications business.
(b) The Investor agrees that, subsequent to January
1, 1998 and for so long, or during any period, as the Investor shall
hold at least 5% of the shares of Series A Preferred Stock (or at least
5% of the Common Stock issuable upon conversion of the Preferred Stock
or upon exercise of the Warrant), the Investor, prior to entering into
any agreement with, or making any investment in, a person or an entity
engaged in the video conferencing business, will give written notice to
Holdings of the intention to undertake these actions no later than 20
days prior to the entering in such agreement or making such investment
and will provide Holdings the opportunity to enter into such agreement
or make such investment, on terms equal to those available to the
Investor, instead of the Investor."
3. Section 9.1 of the Stock Purchase Agreement shall be, and
hereby is, amended to read in its entirety as follows:
"9.1 Survival of Warranties. Except as otherwise provided
herein, the warranties, representations, and covenants of Holdings, the
Stockholders, and the Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement
and the Closing for a period of two years from the date of this
Agreement and shall in no way be affected by any investigation of the
subject matter thereof made by or on behalf of Holdings, the Investor
or the Stockholders."
4. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
IAT MULTIMEDIA, INC.
By: /s/ Xxxxxx Xxxx
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Name:
Title:
VERTICAL FINANCIAL HOLDINGS
By: /s/ Xxxxx Xxxx
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Name:
Title:
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