Re: Proposed Amendment No. 2 to Purchase Agreement Dear Gentlemen:
EXHIBIT 2.3
B.H.I.T.
Inc.
September
3, 2009
Via
E-mail and U.S. Mail
Xxxx
Xxxxx and Xxxx X. Xxxxx
0000
Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxxx,
Xxxxxxxx 00000
Re: Proposed Amendment No. 2 to Purchase
Agreement
Dear
Gentlemen:
This
letter agreement (“Letter Agreement”) amends the stock purchase agreement, dated
May 28, 2009, as amended from time to time (the “Purchase Agreement”), by and
among B.H.I.T. Inc. (“Purchaser”), The Wood Energy Group, Inc., a Missouri
corporation (“Wood”), and Xxxxxxxxx X. Xxxxx and Xxxx Xxxxx, trustees of the
Xxxxxxxxx X. Xxxxx Trust U/A dated December 20, 1995, as amended, and Xxxx X.
Xxxxx (“Sellers”). Capitalized terms used but not defined in this Letter
Agreement have the meanings assigned to them in the Purchase
Agreement.
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1.
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Cancellation of
Debts. Sellers have outstanding debt payable to Wood in
the aggregate amount of $111,000 reflected on the books of Wood (the
“Seller Debts”). Upon Closing, the Seller Debts shall be deemed cancelled
and paid in full. In consideration for the cancellation of the Seller
Debts, Wood’s Working Capital shall be reduced by
$111,000.
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2.
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TMI
Cases. Texas Mutual Insurance Company has brought two
suits against Wood captioned Texas Mutual Insurance Co. x.
Xxxx Energy Group, Inc., U.S. District Court of Xxxxxx County,
Texas (case number D-1-GN-07-001513) and Texas Mutual Insurance Co. x.
Xxxx Energy Group, Inc., U.S. District Court of Xxxxxx County,
Texas (case number D-1-GN-09-002524) (collectively, the “TMI Cases”).
Sellers acknowledge that they are obligated to indemnify the Purchaser
Indemnitees pursuant to Section 10.2 of the Purchase Agreement for any and
all Damages asserted against, imposed upon, resulting to, required to be
paid by, or incurred by any Purchaser Indemnitee, directly or indirectly,
in connection with, arising out of, which could result in, or which would
not have occurred but for, the TMI Cases and the facts and circumstances
that gave rise to the TMI Cases (collectively, the “TMI Damages”).
Purchaser shall hold back from the Preliminary Working Capital Adjustment
Amount payable to the Sellers from collected Accounts Receivable $100,000
(the “TMI Holdback”) and shall retain the TMI Holdback until the TMI Cases
have been finally settled or adjudicated and the period for appeal has
passed. Upon final settlement or adjudication of the TMI Cases, if: (i)
the TMI Damages are less than $100,000, as mutually determined by
Purchaser and Sellers, Purchaser shall pay to Sellers the difference, and
(ii) the TMI Damages are greater than $100,000, as mutually determined by
Purchaser and Sellers, Sellers shall pay to Purchaser the difference.
Sellers, in cooperation with Wood and Purchaser, will coordinate the
defense of the TMI Cases, provided Sellers shall not settle the TMI Cases
without the consent of Purchaser, which consent shall not be withheld
unreasonably.
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3.
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Effect of
Amendment. Except as otherwise provided in this Letter
Agreement, the Purchase Agreement shall remain in full force and
effect.
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4.
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Counterparts. This
Letter Agreement may be executed in one or more counterparts (including by
fax or scanned electronic file), none of which need contain the signature
of all parties, and all of which taken together will constitute one and
the same agreement.
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If you
are in agreement with the terms set forth above and desire to amend the Purchase
Agreement on that basis, please sign in the space provided on the next page and
return an executed copy.
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Sincerely,
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B.H.I.T.
Inc.
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/S/ Xxxx X. Xxxxxx
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By
Xxxx X. Xxxxxx, Chief Executive
Officer
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Accepted,
acknowledged and agreed
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as
of September 3, 2009:
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The
Wood Energy Group, inc.
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/s/ Xxxx Xxxxx
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By
Xxxx Xxxxx, President
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The
Xxxxxxxxx X. Xxxxx Trust
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/s/ Xxxxxxxxx X. Xxxxx
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By
Xxxxxxxxx X. Xxxxx, Trustee
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/s/ Xxxx Xxxxx
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By
Xxxx Xxxxx, Trustee
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/s/ Xxxx X. Xxxxx
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Xxxx
X. Xxxxx
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