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EXHIBIT 10.14
AMENDMENT NO. 1 TO AGREEMENT
AMENDMENT, dated as of May 14, 1998, by and between Office
Centre Corporation, a Delaware corporation (the "Company"), and Xxxxxx
Xxxxxxxxxxx (the "Shareholder").
W I T N E S S E T H :
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WHEREAS, the Company and the Shareholder are parties to that
certain agreement, dated as of April 15, 1998 (the "Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. SECTION 3. Section 3 to the Original Agreement is
hereby deleted in its entirety and replaced with the following:
"3. SALE OF SHARES IN THE IPO.
(a) Except as hereinafter provided, the Company shall
include in the Registration Statement filed with respect to
the IPO 225,000 shares of Common Stock of the Company owned by
the Shareholder (after giving effect to any reverse stock
split), which shares will be included in such Registration
Statement at the same price (and subject to the same
underwriters' discounts and commissions) as the shares of
Common Stock sold by the Company, Xxxxxxxx X. Xxxxx and the
Xxxxx XXX Trust in the IPO. Notwithstanding the foregoing, if
the representative of the lead managing underwriter for the
IPO determines, in its sole and absolute discretion, that, due
to market or other conditions, the successful completion of
the IPO could be adversely affected by the inclusion in the
IPO of all, or any portion whatsoever, of the shares of Common
Stock owned by the Shareholder, then the Company shall reduce
the number shares of Common Stock owned by the Shareholder
which are to be included in the IPO (which may be zero) as the
representative of the underwriters so determines; provided,
however, in no event may such reduction result in Xxxxxxxx X.
Xxxxx and The Xxxxx XXX Trust, in the aggregate, selling a
higher percentage of his shares of Common Stock in the IPO
than the percentage sold by the Shareholder. In addition, to
cover over-
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allotments, the Shareholder shall grant the underwriters in
the IPO options to purchase such number of shares of Common
Stock owned by the Shareholder as may be requested by the
underwriters; provided, that in no event shall the total
number of shares of Common Stock sold by the Shareholder in
IPO (whether in the offering or to cover over-allotments)
exceed 80% of the total number of shares of Common Stock owned
by the Shareholder on the date hereof (after giving effect to
any reverse stock split). If shares of Common Stock of the
Company are to be sold by the Shareholder in the IPO: (i) the
Shareholder shall cooperate with the Company and the
underwriters selected by the Company for the IPO in the
preparation of the Registration Statement, to the extent
reasonably requested by the Company, the underwriters or their
representative; (ii) the Shareholder promptly shall provide
the Company and the underwriters with information about
himself for inclusion in the Registration Statement; (iii) the
Shareholder shall execute an underwriting agreement with the
underwriters, in substantially the form attached, with respect
to the sale of his shares in the IPO; and (iv) the Shareholder
shall pay (in addition to the underwriters' discounts and
commissions with respect to shares of Common Stock sold by him
in the IPO) all incremental expenses related to the
preparation and filing of the Company's Registration Statement
on Form S-1 (including any amendments thereto) and the sale of
Common Stock thereunder (including, without limitation, SEC
registration and NASD filing fees and expenses) which are
attributable to the inclusion of the shares of Common Stock to
be sold by the Shareholders in the IPO. The Shareholder shall
be solely responsible for the fees of any counsel retained by
the Shareholder in connection with the Registration Statement
and any transfer taxes or underwriting discounts, commissions
or fees applicable to the shares sold by the Shareholder
pursuant thereto.
(b) Notwithstanding anything contained herein to the
contrary, without the consent of the Shareholder, the Company
shall not complete an IPO in which (i) the portion of the IPO
Valuation attributable to the shares of Common Stock owned by
the Founding Shareholders (as hereinafter defined) at the time
the IPO is less than $10 million; or (ii) the percentage of
the outstanding shares owned by the Shareholder after giving
effect to the IPO, but before giving effect to any sale by the
Shareholder of shares in the IPO, is less than the applicable
percentage of shares set forth opposite the name of the
Shareholder as set forth on Schedule 1 hereto, as such
schedule may be modified to reflect immaterial changes in the
number of shares to be issued to the "Founding Companies" as
set forth on such schedule. All such shares sold by the
Shareholder in the IPO shall be
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at the IPO price (subject to underwriters' discounts and
commissions). For purposes of this Section 3, the term (i)
"IPO Valuation" shall mean the product of (1) the number of
shares of the Company outstanding immediately after the IPO,
multiplied by (2) the IPO price per share; and (ii) Founding
Shareholders mean those shareholders who on the date hereof
own all of the outstanding shares of the Company Common Stock
(i.e., the Shareholder, Xxxxxxxx Xxxxx, the Xxxxx XXX Trust,
Xxxx Xxxxxxx, Xxxx Xxxxx and Xxxxxx Xxxxxx). At the request of
the Company, the Shareholder shall sell in the IPO the number
of shares of Common Stock of the Company which they are
permitted to sell under this Section 3 at the IPO price
(subject to underwriters' discounts and commissions)."
2. The Company hereby agrees to reimburse the Shareholder
(upon presentation of invoices) for all reasonable attorney's fees and expenses
incurred in connection with the Shareholder's negotiations with the Company up
to a maximum of $35,000.
3. The Company hereby represents to the Shareholder that it
has not made any payments to Xxxxxxxx Xxxxx in connection with the IPO except as
disclosed in the Company's Prospectus.
4. The Original Agreement, as hereby amended, shall remain in
full force and effect.
5. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By: /s/X.X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
/s/Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx
