Exhibit 2.6
AMENDMENT NO. 2
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TO
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STOCK PURCHASE AGREEMENT
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THIS AMENDMENT NO. 2 dated May 24, 1999 amends that certain STOCK
PURCHASE AGREEMENT, dated as of March 26, 1999, as amended by Amendment No. 1
dated April 13, 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 must be amended to reflect the change
of the date on or after which, if the conditions to closing are not satisfied or
waived and the failure to satisfy any condition is not due to the actions or
omissions of the party attempting to terminate this Agreement, any party may
terminate the Stock Purchase Agreement and the transactions contemplated
thereby.
In that regard, Section 6.4 of the Stock Purchase Agreement is hereby
amended by replacing all references to "July 1, 1999" with "August 31, 1999"
2. The Merger Agreement must be amended to reflect the increase of the
size of the Board, effective as of the Merger, from five to seven member and
further reflect that Xx. Xxxxxxx and Xx. Xxxxxxxxx have already been appointed
to the Board to fill certain vacancies created upon the resignation of certain
directors .
In that regard:
(a) the text of Section 2.3(d) shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"(d) Seller shall have obtained resignation letters from each of its
then current Directors, other that Xxx Xxxxxxxx, Xxxxx Xxxxxxx, and
Xxxxxxxxxxx Xxxxxxxxx. The resignation of the Directors shall be
effective as of the Closing. Four additional Directors shall be
selected by Xxxxx Xxxxxxx and appointed by the then remaining
Directors, Messrs. Goodrich, Paolino, and Xxxxxxxxx to fill the
remaining four Board seats."
(b) the first paragraph of Section 5.3 shall be amended by deleting therefrom
the phrase:
", effective upon Closing of the transactions contemplated by this
Agreement"
(c) the text of Section 5.4 shall be deleted in its entirety and the following
shall be inserted in lieu thereof:
"All then current Directors, other that Xxx Xxxxxxxx, Xxxxx Xxxxxxx,
and Xxxxxxxxxxx Xxxxxxxxx will resign, effective as of the Closing.
Four additional Directors shall be selected by Xxxxx Xxxxxxx and
appointed by the then remaining Directors, Messrs. Goodrich, Paolino,
and Xxxxxxxxx to fill the remaining four Board seats."
(d) the text of Section 6.1(j) and Section 6.2(f) shall be deleted in their
entirety and the following shall be inserted in lieu of each thereof:
Xxxxxxx shall have been appointed to serve as Seller's President and
CEO on substantially the terms as are set forth in the employment
agreements attached hereto as Exhibit A. All then current Directors,
other that Xxx Xxxxxxxx, Xxxxx Xxxxxxx, and Xxxxxxxxxxx Xxxxxxxxx will
resign, effective as of the Closing. Four additional Directors shall be
selected by Louis Paolinon and appointed by the then remaining
Directors, Messrs. Goodrich, Paolino, and Xxxxxxxxx to fill the
remaining four Board seats."
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.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Amendment No. 2 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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