EXHIBIT 10.17
AMENDMENT TO
EXCHANGE AND SHAREHOLDERS AGREEMENT
THIS AMENDMENT TO EXCHANGE AND SHAREHOLDERS AGREEMENT is made and entered
this 27th day of November, 1996, by and among ASSOCIATED BUSINESS & COMMERCE
HOLDINGS, INC., Florida corporation (the"Company"), and XXXXX XXXXX, XXXXXXXX X.
XXXXXXXXXX, XXXXXXXXX X. XXXXX, XXXXXX X. XXXXXX and XXXXX X. XXXXXX (the
"Shareholders").
WITNESSETH:
WHEREAS, the Shareholders and Company entered into an Exchange and
Shareholders Agreement bearing date of March 23, 1995 (the "Agreement"); and
WHEREAS, Xxxxx Xxxxxxxx and Xxxx XxXxxx, named as Shareholders in the
Agreement, have heretofore sold their shares of common stock in the Company and
Xxxxxxxx X. Xxxxxxxxxx purchased additional shares from the Company in a like
amount, which sale and purchase was approved by all of the Shareholders and the
Company; and
WHEREAS, the Shareholders and Company desire to amend the Agreement to
reflect the shares owned by each Shareholder, the options granted to each
Shareholder, and to the extend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants set forth herein, the parties hereto do hereby agree that the
Agreement is amended as follows:
1. The list of names and number of shares of common stock appearing in
Paragraph 1 at the top of Page 2 of the Agreement is hereby deleted in its
entirety and the following list is substituted in Paragraph 1 at the top of Page
2 thereof, as follows:
"NUMBER OF
SHARES OF
NAME COMMON STOCK
---- ------------
Xxxxx Xxxxx 42,500
Xxxxxxxx X. Xxxxxxxxxx 29,167
Xxxxxxxxx X. Xxxxx 14,167
Xxxxxx X. Xxxxxx 14,167
Xxxxx X. Xxxxxx 2,500
------
Total 102,501"
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2. Paragraph 1 of the Agreement is hereby amended by the addition of the
following paragraph at the end of Paragraph 1 on Page 2, as follows:
"In addition to the foregoing, the options previously held by
Xxxxx Xxxxxxxx and Xxxx XxXxxx have been reallocated among the remaining
Shareholders and in consequence the total of all options held by each
Shareholder is set forth hereinafter adjacent to the Shareholder's name.
All options are exercisable in the same amounts and at the same exercise
price as the options terminated by the Exchange Agreement
NAME STOCK OPTIONS GRANTED
---- ---------------------
Xxxxx Xxxxx 114,000
Xxxxxxxx X. Xxxxxxxxxx 127,333
Xxxxxxxxx X. Xxxxx 114,000
Xxxxxx X. Xxxxxx 114,000
Xxxxx X. Xxxxxx 70,667
-------
Total: 540,000"
3. Paragraph 11 of the Agreement is hereby deleted in its entirety and
the following Paragraph 11 is substituted in lieu and place thereof, as follows:
"11. TERMINATION. This Agreement shall terminate upon the earlier
to occur of (i) the written consent of the holders of at least 80% of
the shares of Common Stock subject to this Agreement, (ii) the public
offering of shares of Common Stock of the Company for which is
registration statement is required to be filed under the Act, or (iii)
December 31, 2003."
Except as herein amended, the Agreement is hereby ratified and
confirmed as of the day and year hereinabove written.
ASSOCIATED BUSINESS 7
COMMERCE HOLDING, INC.
BY: /s/ XXXXXXXX X. XXXXXXXXXX /s/ XXXXX XXXXX
--------------------------- ---------------------------
Xxxxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxx
Chairman Of the Board
/s/ XXXXXXXX X. XXXXXXXXXX /s/ XXXXXXXXX X. XXXXX
------------------------------ ----------------------------
Xxxxxxxx X. Xxxxxxxxxx Xxxxxxxxx X. Xxxxx
/s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXX
------------------------------ ----------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
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