AMENDMENT NO. 2
to
STOCK PURCHASE AGREEMENT
This Amendment No. 2 to Stock Purchase Agreement (this
"Amendment") is entered into as of October 31, 2003, by and
between Solico International, Inc., a Texas corporation
("Purchaser"), and Xxxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxxxxxx
Partners, and Xxxx Xxxxxx (collectively the "Sellers"). The
Purchaser and the Sellers are sometimes collectively referred to
herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties previously entered into that certain
Stock Purchase Agreement as of September 22, 2003, as amended by
that certain Amendment No. 1 to Stock Purchase Agreement, dated
as of October 9, 2003 (the "Stock Purchase Agreement"); and
WHEREAS, the Parties, in accordance with Section 10.8 of the
Stock Purchase Agreement, desire to amend the terms of the Stock
Purchase Agreement to their mutual benefit in accordance with the
terms of this Amendment;
NOW THEREFORE, the Parties, in consideration of the above
recitals, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, do hereby agree to
the following:
1. AMENDMENT OF SECTION 2.1. Subsection (a) of Section 2.1 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(a) First Closing. The closing (the "First
Closing") of the purchase and sale of 170,194 of
the Purchased Shares (the "First Closing Shares"),
for an aggregate purchase price of $340,388 (the
"First Purchase Price"), as indicated for each
Seller on Schedule A attached hereto under the
column "First Closing," will take place at 11:00
a.m. Central, on or before November 15, 2003 at
the offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
or at such other time and place as the Parties may
agree."
2. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(e) by either Purchaser or Sellers (by action of
Sellers owning a majority of the Shares owned by
all Sellers) if the First Closing has not occurred
on or before November 30, 2003, or such later date
as the parties may agree upon; or"
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3. EFFECT OF AMENDMENT. Except as expressly amended by the
terms hereof, the terms and provisions of the Stock Purchase
Agreement shall continue in full force and effect.
4. COUNTERPARTS. This Amendment may be executed by facsimile
signature in one or more counterparts, each of which will be
deemed to constitute an original copy of this Amendment and
all of which, when taken together, will be deemed to
constitute one and the same Amendment.
[Signature Page Follows]
-2-
IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
SOLICO INTERNATIONAL, INC.,
a Texas corporation
By: /s/ X. XXXXXXX SPARKS
-----------------------------
Name: X. Xxxxxxx Xxxxxx
---------------------------
Title: President
--------------------------
/s/ XXXXX XXXXXXXX
--------------------------------
Xxxxx Xxxxxxxx
/s/ XXX XXXXXXXX
--------------------------------
Xxx Xxxxxxxx
XXXXXXXX PARTNERS
By: /s/ XXXX X. XXXXXX
----------------------------
Name: Xxxx X. Xxxxxx
---------------------------
Title: Managing Partner
--------------------------
/s/ XXXX XXXXXX
--------------------------------
Xxxx Xxxxxx
