CORRECTION AND AMENDMENT
TO THE
STOCK PURCHASE AGREEMENT
AND THE
EMPLOYMENT AGREEMENTS
This Correcting Amendment, dated this 2nd day of November 2006, is by
and among Caneum, Inc., a Nevada corporation ("Caneum"), Tier One Consulting,
Inc., a California corporation ("Tier One"), and Xxxxxxx X. Xxxxxxx and
Xxxxxx X. Xxxxxx, each an individual.
Recitals:
WHEREAS, on March 28, 2006, the parties entered into and closed the
Stock Purchase Agreement dated March 28, 2006, by and among the parties
hereto (the "SPA");
WHEREAS, attached to the SPA, and incorporated therein, were employment
agreements between Caneum and Messrs Xxxxxxx and Xxxxxx;
WHEREAS, at the closing of the SPA Caneum entered into the Employment
Agreement dated March 28, 2006, with Xx. Xxxxxxx (the "Xxxxxxx Employment
Agreement") and the Employment Agreement dated March 28, 2006, with
Xx. Xxxxxx (the "Xxxxxx Employment Agreement");
WHEREAS, Caneum had intended to provide to Messrs Xxxxxxx and Xxxxxx,
and these parties had negotiated to accept, employment terms similar to the
employment terms the parties had had with Tier One;
WHEREAS, as employees of Tier One, Messrs Xxxxxxx and Xxxxxx had
received base salaries of $120,000, with an expense allowance of
approximately $80,000;
WHEREAS, the Xxxxxxx Employment Agreement and the Xxxxxx Employment
Agreement erroneously designated the base salary for each party at $200,000
per year, rather than $120,000 per year;
WHEREAS, the parties believe that the additional $80,000 per year
payable to Messrs Xxxxxxx and Xxxxxx should be reflected in the purchase
price of the company and paid monthly to Messrs Xxxxxxx and Xxxxxx under the
SPA; and
WHEREAS, as set forth herein, the parties desire to correct the mistaken
allocation of the base salary and the expense allowance retroactive to the
closing of the SPA.
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. Correction of the Employment Agreements. Section 5(a) of the
Xxxxxxx Employment Agreement and the Xxxxxx Employment Agreement is hereby
corrected and amended to reduce the amount of the annual base salary to
$120,000.
2. Correction of SPA. Section 2(b)(i) of the SPA is hereby corrected
and amended to read as follows:
Payment of Purchase Price. The purchase price for all of the
Target Shares shall be $3,070,000.16 (the "Preliminary Purchase
Price"), payable by wire transfer or delivery of other immediately
available funds to Sellers as follows: (i) $1,375,000 at Closing;
(ii) the First Contingent Installment Payment (as defined in
section 2(e)(viii)) in an amount up to $687,500, calculated in
accordance with section 2(e)(viii), on the First Contingent
Installment Payment Date (as defined in section 2(e)(viii));
(iii) the Second Contingent Installment Payment (as defined in section
2(e)(ix)) in an amount up to $687,500, calculated in accordance
with section 2(e)(ix), on the Second Contingent Installment Payment
Date (as defined in section 2(e)(ix)), and (iv) $6,666.67 on the
last day of each calendar month to each Seller, in each case so
long as the Seller is employed by Seller on the last day of such
month. The Preliminary Purchase Price, except as provided in
subparagraph (iv) of this paragraph, shall be allocated between
Sellers in proportion to their respective holdings of Target Shares
as set forth in section 4(b) of the Disclosure Schedule. The
Preliminary Purchase Price, except for the payments in subparagraph
(iv) of this paragraph, shall be subject to post-Closing adjustment
as set forth below in this section 2.
3. Retroactive Effect of this Amendment. This Correcting Agreement
shall be effective as of the closing of the SPA on March 28, 2006.
4. Republication of Agreements. Except as amended hereby, the SPA,
the Xxxxxxx Employment Agreement, and the Xxxxxx Employment Agreement shall
each continue to be, and shall remain, in full force and effect. Except as
provided herein, this Amendment shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
such agreements or (ii) to prejudice any right or rights which any party
thereto may now have or may have in the future under or in connection with
such agreements or any of the instruments or agreements referred to therein,
as the same may be amended, restated, supplemented or otherwise modified from
time to time.
5. Incorporation of Agreements. The terms of the SPA, the Xxxxxxx
Employment Agreement, and the Xxxxxx Employment Agreement are incorporated
herein by reference and shall form a part of this Amendment as if set forth
herein in their entirety.
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IN WITNESS WHEREOF, each of the parties has executed this document the
respective day and set forth below.
Caneum, Inc.
By /s/ Suki Mudan
Suki Mudan, President
By /s/ Xxxx Xxxx
Xxxx Xxxx, Chairman
Compensation Committee
Tier One Consulting, Inc.
By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Individually
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Individually
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