EXHIBIT 2.2
FIRST AMENDMENT TO
BUSINESS PURCHASE AGREEMENT
THIS FIRST AMENDMENT, effective as of August 1, 1998, is made this 30th day
of September 1998, by and between Infact Pty Limited, as trustee of the Infact
Unit Trust ("INFACT"), and Tier Technologies (Australia) Pty Limited ("TIER").
WHEREAS, Infact and Tier are parties to a certain Business Purchase
Agreement dated as of August 1, 1998 (the "BUSINESS PURCHASE AGREEMENT"); and
WHEREAS, Infact and Tier desire to amend the Business Purchase Agreement.
NOW THEREFORE, for the promises made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Infact and Tier agree as follows:
1. Amendment of the Business Purchase Agreement.
1.1. The Business Purchase Agreement is hereby amended by deleting
Section 3.6(b) in its entirety and substituting the following in
lieu thereof:
"(b) Release of 29.412% (representing Xxxx Xxxxxx'x relative unit
holdings in Seller) of the Tier Shares and Escrow Cash in
accordance with clause 3.6(a) is subject to Xxxx Xxxxxx, one of
the Key Employees, remaining employed by the Buyer in the
Continuing Business for a period of eighteen months from the
Purchase Date, unless his Key Employee Contract is terminated by
the Buyer for reasons other than cause as described in clause
14.2(a) of that Key Employee Contract."
1.2. The Business Purchase Agreement is hereby amended by deleting
Section 3.7(b) in its entirety and substituting the following in
lieu thereof:
"(b) Release of 29.412% (representing Xxxx Xxxxxx'x relative unit
holdings in Seller) of the Tier Shares and Escrow Cash in
accordance with clause 3.7(a) is subject to Xxxx Xxxxxx, one of
the Key Employees, remaining employed by the Buyer in the
Continuing Business for a period of eighteen months from the
Purchase Date, unless his Key Employee Contract is terminated by
the Buyer for reasons other than cause as described in clause
14.2(a) of that Key Employee Contract."
1.3. The Business Purchase Agreement is hereby amended by deleting
Section 3.8(c) in its entirety and substituting the following in
lieu thereof:
"(c) Release of 29.412% (representing Xxxx Xxxxxx'x relative unit
holdings in Seller) of the Tier Shares and Escrow Cash in
accordance with clause 3.8(a) is subject to Xxxx Xxxxxx, one of
the Key Employees,
remaining employed by the Buyer in the Continuing Business for a
period of eighteen months from the Purchase Date, unless his Key
Employee Contract is terminated by the Buyer for reasons other
than cause as described in clause 14.2(a) of that Key Employee
Contract."
1.4. The Business Purchase Agreement is hereby amended by deleting
Section 3.9(c) in its entirety and substituting the following in
lieu thereof:
"(c) Release of 29.412% (representing Xxxx Xxxxxx'x relative unit
holdings in Seller) of the Tier Shares and Escrow Cash in
accordance with clause 3.6(a) is subject to Xxxx Xxxxxx, one of
the Key Employees, remaining employed by the Buyer in the
Continuing Business for a period of eighteen months from the
Purchase Date, unless his Key Employee Contract is terminated by
the Buyer for reasons other than cause as described in clause
14.2(a) of that Key Employee Contract."
2. Business Purchase Agreement Remains in Effect.
Except as specifically provided herein, all of the terms and condition of
the Business Purchase Agreement shall remain in full force and effect.
3. Counterparts.
This First Amendment may be signed in any number of counterparts with the
same effect as if the signatures were upon the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed
by their duly authorized officers effective as of the day and year first written
above.
INFACT PTY LIMITED,
as trustee of the Infact Unit Trust:
/s/ M. Van De Wiel /s/ A. S. Xxxxxx
------------------------------------- -------------------------------------
Witness Representative
M. Van De Wiel A. S. Xxxxxx
------------------------------------- -------------------------------------
Name (please print) Name (please print)
TIER TECHNOLOGIES (AUSTRALIA) PTY LIMITED:
/s/ Xxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Secretary/Director Director
Xxxxxx X. Xxxx Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Name (please print) Name (please print)
