EXHIBIT 10.58
AMENDMENT TO AGREEMENTS
This Amendment to Agreements (the "Amendment") is made this 23rd day of
November 1998 and is by and between Aurora Visual Systems ("Aurora"), Xxxx X.
Xxxxxx ("Xxxxxx") and Xxxx X. Xxxxxx ("Hogger") on the one hand and Intellysis
Group, Inc. ("IGI") and Xxxxxx X. Xxxxxx ("Esters") on the other hand. Aurora,
Xxxxxx and Hogger are sometimes referred to herein collectively as the "Aurora
Parties," and IGI and Esters are sometimes referred to herein collectively as
the "IGI Parties." This Amendment shall become effective on the date that the
last signature is affixed hereto.
RECITALS
WHEREAS, the Aurora Parties and the IGI Parties have negotiated various
agreements relating to IGI's proposed purchase of the Acquired Assets and
assumption of the Assumed Liabilities of Aurora.
WHEREAS, the Aurora Parties have executed all of the related agreements but
the IGI Parties have not.
WHEREAS, the IGI Parties have not executed the agreements and finalized the
transactions contemplated thereby pending the satisfaction of certain
contingencies.
WHEREAS, the Aurora Parties would prefer that the IGI Parties execute the
various agreements in order to ensure that the transactions contemplated thereby
will be completed subject only to the satisfaction of the contingencies.
WHEREAS, the IGI Parties have agreed to execute the various agreements
described below subject to these contingencies to give the Aurora Parties the
comfort they seek.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the recitals, representations, warranties,
and covenants herein contained, the parties agree as follows:
1. Execution of the Agreements.
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1.1 IGI and Esters, as applicable, will each execute the following
documents: (a) the Asset Purchase Agreement by and between IGI, Aurora, Xxxxxx
and Hogger dated as of November 4, 1998; (b) the Employment Agreement between
IGI and Xxxxxx dated as of November 4, 1998; (c) the Stock Purchase Agreement
between Esters, Xxxxxx and Hogger dated as of November 4, 1998; and (d) the
Stockholders Agreement by and among IGI, Xxxxxx and Hogger dates as of November
4, 1998. The agreements listed as (a)-(d) in this section 1.1 shall be
collectively referred to herein as the "Agreements."
2. Effect of Execution on Satisfaction of the Contingencies.
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2.1 Upon execution of the Agreements by IGI and Esters, as applicable,
each of the Agreements shall become effective and deemed final and binding on
IGI and Esters as soon as the following two contingencies have been satisfied:
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(a) Sanwa Business Credit Corporation ("SBCC") agrees in writing
to increase the amount of the "Total Facility" as defined in the Loan and
Security Agreement dated as of September 3, 1998 to permit IGI to borrow
against the inventory and accounts receivable of Aurora to be acquired in
an amount sufficient operate the business of Aurora; and
(b) the full funding of the private placement of $10 million in
securities through Weston Presidio Capital.
3. Miscellaneous.
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3.1 Terms not otherwise defined in this Amendment shall have the
meaning set forth in the applicable Agreement.
3.2 Except as specifically set forth in this Amendment, the terms of
the Agreements shall not be deemed to have been modified.
3.4 Any disputes in any way relating to this Amendment shall be
resolved in accordance with the Arbitration provisions set forth in Section 8 of
the Asset Purchase Agreement by and between IGI, Aurora, Xxxxxx and Hogger dated
as of November 4, 1998.
INTELLISYS GROUP, INC. SELLERS
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx Xxxx X. Xxxxxx
Chairman of the Board
/s/ Xxxx X. Xxxxxx
XXXXXX X. XXXXXX ___________________________
Xxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
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AURORA VISUAL SYSTEMS
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
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