AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT (the "Amendment") dated as of June 1, 1999 to the
Stock Purchase Agreement (the "Agreement") dated May 19, 1999, by and between
XXXXX X. XXXXX ("Purchaser"), and THE WELLCARE MANAGEMENT GROUP, INC., a New
York corporation (the "Company"). Capitalized terms used in this Amendment but
not otherwise defined herein shall have the respective meanings assigned thereto
in the Agreement.
W I T N E S S E T H:
WHEREAS, Purchaser and the Company wish to amend the Agreement
to change the location of the Closing set forth in Section 2(d) of the Agreement
and to extend the Closing Date set forth in Section 2(d) of the Agreement from
June 1, 1999 until June 9, 1999 or such other date as the parties may mutually
agree, provided that such date is not later than June 30, 1999;
WHEREAS, Purchaser and the Company wish to amend certain
provisions of the Agreement regarding the number of shares of preferred stock
that the Fund is to receive and to provide that the common stock to be issued to
the Fund upon conversion of such preferred stock shall be voting common stock;
WHEREAS, Purchaser and the Company wish to amend the Agreement
to provide that Purchaser will pay par value for all shares of Common Stock
issued to him pursuant to his anti-dilution rights after conversion of his
Series A Preferred Stock into Common Stock; and
WHEREAS, Purchaser wishes to acknowledge that he is not
entitled to receive any additional shares of capital stock of the Company to
provide him with a fifty-five percent (55%) voting interest in the Company in
the event that shares of Class A Common Stock remain outstanding as of the
date of conversion of the Series A Preferred Stock.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and promises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Closing. Paragraph 2(d) of the Agreement is hereby amended and
restated in its entirety as follows:
The Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices
of Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, or at such other location as the parties may
mutually agree, commencing at 9:00 a.m. local time on or
before June 9, 1999, or such other date as Purchaser and the
Company may mutually determine (the "Closing Date"); provided,
however, that the Closing Date shall be no later than June 30,
1999.
2. Preferred Stock to be Issued to the Fund.
(a) The third sentence of Section 2(a) shall be deleted in its
entirety.
(b) Section 6(a)(vii) shall be amended and restated in its
entirety as follows:
the Fund shall have converted the Note into One Hundred
Thousand (100,000) shares of Preferred Stock (which shares of
Preferred Stock shall be convertible into Ten Million
(10,000,000) shares of Common Stock, if and when such
additional shares of Common Stock as are necessary to permit
such conversion have been authorized by the shareholders of
the Company);
3. Payment of Par Value for Post-Conversion Anti-Dilution Shares.
Section 2(b) of the Agreement is hereby amended by adding the following at the
end of the Section:
Purchaser hereby agrees that with respect to shares of Common
Stock issuable to Purchaser pursuant to Purchaser's
anti-dilution rights as set forth in this Section 2(b) after
conversion of Purchaser's Shares into Common Stock in
accordance with this Agreement (each a "Post-Conversion
Anti-Dilution Share"), Purchaser shall pay the Company par
value for each Post-Conversion Anti-Dilution Share upon
issuance thereof to Purchaser.
4. Post-Conversion Voting Rights. To the extent that any of the holders
of the Class A Common Stock shall not have converted such stock into Common
Stock as of the date the Series A Preferred Stock is converted into Common
Stock, Purchaser hereby acknowledges and agrees that nothing in the Agreement,
including, without limitation, Sections 2(a) and 2(b) thereof, shall entitle
Purchaser to receive from the Company, or obligate the Company to Purchaser, any
shares of capital stock of the Company in order to provide Purchaser with a
fifty-five percent (55%) voting interest in the total number of votes of the
issued and outstanding Common Stock and issued and outstanding Class A Common
Stock, combined.
5. Governing Law; Counterparts. This Amendment shall be governed by and
construed in accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same instrument.
6. Amendments and Waivers. No amendment of any provision of this
Amendment shall be valid unless the same shall be in writing and signed by
Purchaser and the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PURCHASER:
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XXXXX X. XXXXX
THE COMPANY:
THE WELLCARE MANAGEMENT GROUP, INC.
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
