AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Exhibit 99.1
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
This Amendment No. 2 to Stock Purchase Agreement (“Amendment ”) dated as of April 28, 2006, is by and among Clear Choice Financial, Inc., a Nevada corporation (“Purchaser”), Bay Capital Corp., a Maryland corporation (“Company”), and Xxxx Xxxxxx and Xxxxxx Xxxxxx (the “ Bekmans”), Xxx Xxxxx and Xxxxxx X. Xxxxx (the “Xxxxx”), and Xxxxxxx Xxxxx and Xxxxxx Xxxxx (the “Sachs” and together with Bekmans and Xxxxx, the “Stockholders”), and Xxxxxxx Xxxxx (the “Stockholders’ Representative”) as agent and attorney-in-fact for the Stockholders.
RECITALS
A. Purchaser, Company, the Shareholders, and the Shareholders’ Representative entered into that certain Stock Purchase Agreement and Plan of Merger dated as of December 9, 2005 (the “Stock Purchase Agreement”).
B. The parties desire to amend the Stock Purchase Agreement as provided for herein.
C. Capitalized terms not otherwise defined here shall have the meanings ascribed to them in the Stock Purchase Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. |
Section 2.1.2 of the Stock Purchase Agreement is hereby amended and restated as follows: |
“The Cash Consideration will be reduced by any Excess Expenses, Working Capital Deficit, Remaining Notes and Operating Expense Notes. Operating Expense Notes shall mean all amounts advanced pursuant to various promissory notes, executed by Company and Purchaser from time to time and until the closing of the transaction.”
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2. |
Section 9.1 ( c ) of the Stock Purchase Agreement is hereby amended and restated as follows: |
“by either Purchaser or Company if the Transactions shall not have been consummated before May 31, 2006; provided that the right to terminate this Agreement under this section 9.1 shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transactions to have been consummated on or before such date and such action or failure to act constitutes a breach of this agreement.”
3. Except as specifically amended hereby, the Stock Purchase Agreement shall remain in full force and effect and is hereby ratified and confirmed.
4. This Amendment may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the parties hereto.
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SIGNATURE PAGE—AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
IN WITNESS WHEREOF, Purchaser, Company, the Stockholders, and the Stockholders’ Representative have signed or caused this Amendment to be signed by their respective officers thereunder duly authorized, all as of the date first written above.
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By /s/ Xxxxxx X. Xxxxxxx Its Chief Financial Officer
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BAY CAPITAL CORPORATION
By /s/ Xxxxxxx Xxxxx Its Shareholder Representative
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STOCKHOLDERS:
/s/ Xxxx Xxxxxxx XXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx XXXXXX XXXXXXX
/s/ Xxx Xxxxx XXX XXXXX
/s/ Xxxxxx X. Xxxxx XXXXXX X. XXXXX
/s/ Xxxxxx Xxxxx XXXXXX XXXXX
/s/ Xxxxxxx Xxxxx XXXXXXX XXXXX
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SHAREHOLDERS’ REPRESENTATIVE
/s/ Xxxxxxx Xxxxx XXXXXXX XXXXX
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