October 27, 2000
Xx. Xxxxxxx X. Xxxxxxxx
Chairman
Applied Digital Solutions, Inc.
000 Xxxxx Xxxx Xxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Re: Stock Purchase Agreement
Dear Xxxxxxx:
This letter will confirm our agreement in connection with that certain
Stock Purchase Agreement dated of even date herewith between Applied Digital
Solutions, Inc., Xxxxxxxx Xxxxxxx and Xxxxxxx Ramtera (the "Purchase
Agreement"). This letter agreement is agreed to be subsequent to and an
amendment of, and not superseded by, the Purchase Agreement and shall remain in
full force and effect for a period coextensive with the survival of the Purchase
Agreement. Capitalized terms used herein but not otherwise defined shall have
the meaning ascribed thereto in the Purchase Agreement, We have agreed as
follows:
1. When used in Section 2A.2 of the Purchase Agreement, the term
"legend" shall be deemed not to include any legend that solely relates to
limitations imposed on sale or transfer of shares under the Securities Act of
1933, as amended, or the Blue Sky Laws of any state.
2. Notwithstanding the definition set forth in Section 1.2 of the
Purchase Agreement, "Signing Date Average Price" shall mean the average of the
closing price for the Buyer's common stock for the twenty five (25) consecutive
trading days ending on October 9, 2000. Notwithstanding Section 1.2 of the
Purchase Agreement, the number of the ADS Shares to be delivered to Sellers at
the Closing shall be calculated using as the per share value thereof the Signing
Date Average Price as defined herein.
3. The parties acknowledge that references to the number of shares
constituting the "ATEC Shares" and the "Additional ATEC Shares" referenced in
Sections 1.1 and 1.4 of the Purchase Agreement may be inaccurate. The Sellers
represent and warrant that the numbers reflected in Schedule 1.1 to the of the
Purchase Agreement are true, accurate and complete on the date hereof, and that
an aggregate of 1,298,640 shares of ATEC common stock will be delivered at the
Closing. An additional 342,000 may be delivered if the Additional ATEC Shares
become deliverable under Section 1.4 of the Purchase Agreement. The number and
value of ADS Shares and Additional ADS Shares to be delivered by Buyer under the
Purchase Agreement shall be calculated based upon the actual number of shares of
ATEC common stock delivered by Sellers. The Sellers hereby confirm the accuracy
of each other aspect of Section 1.1 and 1.4 of the Purchase Agreement.
4. The Sellers represent and warrant: (a) that the resolutions attached
hereto as Exhibit A were duly adopted by the Board of Directors of the Company
on the date hereof, Exhibit A contains a true, accurate and complete copy of
such resolutions, and such resolutions remain in full force and effect on the
date hereof; and (b) that a notice in the form of Exhibit B attached hereto was
delivered on the date hereof to each non-officer employee of the Company.
Xx. Xxxxxxx X. Xxxxxxxx
October 27, 2000
Page 2
The representations and warranties contained herein shall be deemed to
be part of Article II of the Purchase Agreement for all purposes under the
Agreement.
If the foregoing is acceptable to you, please so indicate by executing
this document as provided below and returning a fully executed copy of the same
to us for our files.
Yours sincerely,
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Agreed and accepted this
31st day of October, 2000
APPLIED DIGITAL SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
