Questron Technology, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000X
Xxxx Xxxxx, XX 00000
July 29, 1998
Mr. Xxxx Xxxxxxxxxx, President
Fas-Tronics, Inc.
0000 Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Dear Xxxx:
We hereby agree to amend the Stock Purchase Agreement dated as of June
12, 1998 (the "Agreement") by and between Questron Technology, Inc.
("Questron"), Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx, and Fas-Tronics, Inc.
("Fas-Tronics") as follows:
1. the date referenced in paragraph 2.2(b) of the Agreement shall
be changed from July 31, 1998 to September 30, 1998;
2. the minimum number of shares of Initial Questron Common Stock
referenced in paragraph 1.2(a) of the Agreement shall be
changed so that the minimum number of shares will be computed
as if the Closing had taken place on July 31, 1998;
3. the maximum amount of the 1999 Deferred Purchase Price
referenced in paragraph 1.2(b) of the Agreement shall be
changed from $3,250,000 to $3,750,000 (80% cash, 20% stock),
with the understanding that the period for measurement of the
1999 Deferred Purchase Price will be the twelve months
following the effective date of the acquisition (either April
1, 1998 or July 1, 1998); and
4. at the Closing Questron shall issue to each Xxxxxxx Xxxxxxxxxx
and Xxxxxxx Xxxxxxxxxx an option to purchase 20,000 shares of
Questron common stock at the market price at the Closing
determined in accordance with paragraph 1.2(a) of the
Agreement. In addition, immediately following the Closing
Questron shall issue to Xxxxx Xxxxxxxx an employee stock
option to purchase 10,000 shares of Questron common stock also
at the market price determined in accordance with paragraph
1.2(a) of the Agreement.
Please indicate your acceptance of the provisions of this letter by
signing on behalf of Fas-Tronics the enclosed copy of this letter, with you and
Val signing as stockholders, and returning it to me.
Sincerely,
/s/ Xxxxxxx X Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman, President and
Chief Executive Officer
Agreed and accepted by: Stockholders
Fas-Tronics, Inc.
/s/ Xxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxxxxx
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By: Xxxx Xxxxxxxxxx, President By: Xxxx Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxxx
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By: Xxxxxxx Xxxxxxxxxx
