EXHIBIT 2.4
FIRST ADDENDUM TO STOCK PURCHASE AGREEMENT
This addendum is attached to and made a part of that certain Stock Purchase
Agreement, entered into the ______ day of _________________, 1998, by and
between LITHIA MOTORS, INC., and XXXXXXX X. XXXXXXXX, shareholder, and XXXXXXXX
XXXXXX NISSAN, INC., dba Xxxxxxxx Nissan, and XXXXXXXX IMPORTED MOTORS, INC.,
dba Xxxxxxxx Springfield Toyota.
WHEREAS the parties to the Stock Purchase Agreement desire to amend the
above referenced agreement.
NOW, THEREFORE, the parties agree that the Stock Purchase Agreement shall
be amended as follows:
Paragraph 3.2 is hereby amended to include the following provision:
"Notwithstanding anything to the contrary contained in this paragraph 3.2,
the Audited Acquisition Balance Sheet shall be prepared using the books and
records of the Company as of the close of business on June 30, 1998."
Except as amended above, the undersigned adopt, confirm and ratify the
Stock Purchase Agreement as originally drafted and signed.
LITHIA MOTORS, INC.
By:
---------------------------------
XXXXXXXX XXXXXX NISSAN, INC. SELLING SHAREHOLDER
By:
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Xxxxxxx X. Xxxxxxxx, President Xxxxxxx X. Xxxxxxxx
XXXXXXXX IMPORTED MOTORS, INC.
By:
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Xxxxxxx X. Xxxxxxxx, President
SECOND ADDENDUM TO STOCK PURCHASE AGREEMENT
This addendum is attached to and made part of that certain Stock Purchase
Agreement, entered into the _______day of ____________, 1998, by and between
LITHIA MOTORS, INC.,and XXXXXXX X. XXXXXXXX, shareholder, and XXXXXXXX XXXXXX
NISSAN, INC., dba Xxxxxxxx Nissan, and XXXXXXXX IMPORTED MOTORS, INC., dba
Xxxxxxxx Springfield Toyota.
WHEREAS the parties to the Stock Purchase Agreement desire to amend the
above referenced agreement.
NOW, THERFORE, the parties agree that the Stock Purchase Agreement shall be
amended as follows:
Paragraph 4 is hereby amended as follows:
The sentence "The purchase Price shall be stockholder's equity reflected on the
Audited Acquisition Balance Sheet plus $4,000,000.00."
To read: The Purchase Price shall be stockholder's equity reflected on the
Audited Acquisition Balance Sheet plus $5,000,000.00.
Paragraph 5.1 is hereby amended as follows:
$5,000.000.00 by wire transfer or cashier's check delivered at Closing.
Except as amended above , the undersigned adopt, confirm and ratify the
Stock Purchase Agreement as originally drafted and signed.
LITHIA MOTORS, INC.
By:
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XXXXXXXX XXXXXX NISSAN,INC SELLING SHAREHOLDER
By:
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Xxxxxxx X. Xxxxxxxx, President Xxxxxxx X. Xxxxxxxx
XXXXXXXX IMPORTED MOTORS, INC.
By:
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Xxxxxxx X. Xxxxxxxx, President
THIRD ADDENDUM TO STOCK PURCHASE AGREEMENT
This addendum is attached to and made a part of that certain Stock Purchase
Agreement, entered into the June 18, 1998, by and between LITHIA MOTORS, INC.,
and XXXXXXX X. XXXXXXXX, shareholder, and XXXXXXXX XXXXXX NISSAN, INC., dba
Xxxxxxxx Nissan, and XXXXXXXX IMPORTED MOTORS, INC., dba Xxxxxxxx Springfield
Toyota.
WHEREAS, Xxxxxxx X. Xxxxxxxx and his wife, Xxxxxxx X. Xxxxxxxx, own all of
the capital stock of XXXXXXXX IMPORTED MOTORS, INC., which is the sole
shareholder of XXXXXXXX XXXXXX NISSAN, INC.;
WHEREAS, the Agreement contains certain representations and warranties by
the "Shareholders" that the "Shareholders" own all of the capital stock of
Xxxxxxxx Imported Motors, Inc., and that the "Shareholders" intend to sell all
of their right, title and interest in and to said stock;
WHEREAS, Xxxxxxx X. Xxxxxxxx did not join in the execution of the original
agreement;
WHEREAS, Xxxxxxx X. Xxxxxxxx intends to sell her stock to Lithia Motors,
Inc. in accordance with the terms of this Agreement and desires to adopt,
confirm and ratify the terms of the Agreement, as amended; and
WHEREAS the parties to the Agreement desire to amend the above referenced
agreement to reflect the correct stock ownership.
NOW, THEREFORE, the parties agree that the Stock Purchase Agreement shall
be amended as follows:
The opening paragraph in the Agreement shall read as follows:
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into the
18th day of June, 1998, by and between LITHIA MOTORS, INC., an Oregon
corporation ("Lithia"), and XXXXXXX X. XXXXXXXX and XXXXXXX X. XXXXXXXX,
(the "Shareholders"), and XXXXXXXX XXXXXX NISSAN, INC., an Oregon
corporation, dba Xxxxxxxx Nissan, and XXXXXXXX IMPORTED MOTORS, INC., an
Oregon corporation, dba Xxxxxxxx Springfield Toyota (collectively referred
to as the "Company").
Paragraph A of the recitals is amended to read as follows:
The Shareholders are the owners of all of the issued and outstanding
shares of capital stock of XXXXXXXX IMPORTED MOTORS, INC. (the "Shares").
The term "Shareholders," as used throughout the Agreement, shall mean
Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, as shareholders of Xxxxxxxx
Imported Motors, Inc.
Paragraph 1.2 "Shares" is amended to read "shall mean the aggregate of
all shares of capital stock of Xxxxxxxx Imported Motors, Inc., regardless
of class or series."
Xxxxxxx X. Xxxxxxxx signs this document below for the express purpose of
adopting, confirming, and ratifying the Stock Purchase Agreement in its
entirety, as amended, with the understanding that by doing so, she intends to
and will be bound by the terms and conditions set forth in the Agreement.
Except as amended above, the undersigned adopt, confirm and ratify the
Stock Purchase Agreement as originally drafted and amended in the first and
second addenda.
Signed and accepted effective August 10, 1998.
LITHIA MOTORS, INC.
By:
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Title: Executive Vice President
XXXXXXXX IMPORTED MOTORS, INC. SHAREHOLDERS
By:
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Xxxxxxx X. Xxxxxxxx, President Xxxxxxx X. Xxxxxxxx
XXXXXXXX XXXXXX NISSAN, INC. --------------------------
Xxxxxxx X. Xxxxxxxx
By:
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Xxxxxxx X. Xxxxxxxx, President
