FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
DATED JUNE 29, 1999
The undersigned are all parties to a certain "Stock Purchase Agreement"
dated June 29, 1999, and hereby agree to amend the terms and conditions of such
Stock Purchase Agreement in accordance herewith.
1. Upon execution of this Agreement, the Buyer shall deposit with
Sellers the principal sum of One Hundred Thousand Dollars ($100,000) as a
non-refundable deposit of the cash portion of the Purchase Price. Such sum shall
be fully credited against the cash portion of the purchase price at Closing;
provided, however, that if Closing does not occur under the Stock Purchase
Agreement as a result of the breach of the Stock Purchase Agreement by Sellers,
then such deposit shall be refunded by Sellers.
2. Section 1.5 of the Stock Purchase Agreement is hereby amended to
provide that the Closing shall occur no later than August 31, 1999 (the
"Termination Date").
3. Section 1.6 of the Agreement is hereby amended to provide that the
effective date shall be June 30, 1999 (the "Effective Date").
4. Section 9.1 of the Agreement is hereby amended to provide that the
Company shall bear the cost and expense of XxXxxxx & Xxxxx, counsel for the
Sellers, in an amount not to exceed Forty Five Thousand Dollars ($45,000), and
the Company shall bear the cost and expense of Xxxx Xxxxxx'x services rendered
on behalf of Company for due diligence compliance by Company and Sellers, and
other services related to the Stock Purchase Agreement, in an amount not to
exceed Fifteen Thousand Dollars ($15,000). Other than as modified hereby,
Section 9.1 shall remain in full force and effect.
5. As additional consideration for the extension of the Closing date,
Buyer shall pay an additional purchase price equal to the amount of One Thousand
Nine Hundred Eighteen and 81/100 Dollars ($1,918.81) per day for the period of
August 2nd to the date hereof, and an amount equal to One Thousand Eight Hundred
Ninety and 41/100 Dollars ($1,890.41) per day for the period from the date of
this First Amendment to the date of closing.
6. In all other respects the terms and conditions of the Stock Purchase
Agreement shall remain unchanged.
Date: , 1999 "SELLERS"
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XXXXX X. XXXXXX
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XXXXXXXX XXXXXX
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XXXXXXX X. XXXXXX
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XXXXX X. XXXXXX
Date: , 1999 "BUYER"
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CLARION PLASTICS TECHNOLOGIES,
INC., an Ohio corporation
By:
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Xxxxxxx Xxxxxxx, Chief Executive
Officer
Date: , 1999 "PARENT"
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CLARION TECHNOLOGIES, INC.,
a Delaware corporation
By:
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Xxxx X. Xxxxxxxxxx, Chief Executive
Officer
