Exhibit 2.5
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
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THIS AMENDMENT NO. 1 dated April 13, 1999 amends that certain STOCK
PURCHASE AGREEMENT, dated as of March 26, 1999 (the "Stock Purchase Agreement"),
between XXXXX XXXXXXX, XX. an individual and the persons designated by Xxxxx
Xxxxxxx, if any (collectively referred to as the "Purchasers" or each ,
singularly as a "Purchaser") and XXXX SECURITY INTERNATIONAL, INC., a Delaware
corporation with offices at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (the
"Seller").
For good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Stock Purchase Agreement shall be amended to increase the
number of shares of Seller's Common Stock to be purchased thereunder from
3,675,000 to 3,735,000.
In that regard, the Stock Purchase Agreement is hereby amended by
replacing all references to "3,675,000 shares" with "3,735,000 shares".
2. The Stock Purchase Agreement is hereby further amended to amend
the Purchase Price as stated in Section2.1(b) from Five Million Fifty Three
Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) to Five
Million One Hundred Thirty Five Thousand Six Hundred Twenty Five and 00/100
($5,135,625).
3. All other terms of the Stock Purchase Agreement shall remain in
full force and effect.
4. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
5. This Amendment has been entered into and shall be construed and
enforced in accordance with the laws of the State of New York without reference
to the choice of law principles thereof. In any litigation in connection with
or arising out or related to this Agreement, any of the documents referred to
herein or transactions contemplated hereby, the Seller irrevocably consents to
and confer personal jurisdiction on the courts of the State of New York or the
United States located within the City of Albany and expressly waive any
objections as to venue in any such courts.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Amendment No. 1 to Stock Purchase Agreement as of the day and
year first above written.
PURCHASER:
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
SELLER:
Xxxx Security International, Inc.
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: President and CEO
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